TCR_Public/061218.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 18, 2006, Vol. 10, No. 300

                             Headlines

ADELPHIA COMMS: Rigases Want $600,000 as Additional Defense Cost
ADELPHIA COMMS: Wants Lucent to Produce Withheld Documents
ADVANCED MICRO: Forecasts 20% Increase in Shipments for 2007
AMERISOURCEBERGEN CORP: Earns $467.7 Mil. in Year Ended Sept. 30
ANDERSON SECOND: Case Summary & 4 Largest Unsecured Creditors

ASARCO LLC: Wants Until May 16 to Decide on Leases
ASARCO LLC: Wants Removal Deadline Extended to May 11
ATMEL CORP: NASDAQ Conditionally Grants Continued Listing
ATMEL CORP: Intends to Sell UK & Germany Wafer Fabrication Plants
AURIGA LABORATORIES: Posts $3.5MM Net Loss in 2006 Third Quarter

AVAYA INC: Earns $48 Million in Fiscal Quarter Ended Sept. 30
BEAZER HOMES: Earns $388.8 Million in Fiscal Year Ended Sept. 30
BELL MICROPRODUCTS: Commences Cash Tender Offer for 3-3/4% Notes
CALPINE CORP: Wants Court to OK Use of $258-Mil. Cash Collateral
CALPINE CORP: Goldendale Facility Auction Scheduled on February 5

CALPINE CORP: Wants to Effectuate CDN$660MM Greenfield Financing
CAMPUS CREST: Case Summary & Five Largest Unsecured Creditors
CAPITAL AUTO: DBRS Places $15-Million Class D Notes' Rating at BB
CENTRAL VERMONT: VPS Board Approves 4.07% Rate Increase
CLIENTLOGIC CORP: Revised Merger Plan Cues Moody's Rating Review

CONTINENTAL AIRLINES: Schedules $292-Mil. 4th Qtr. Debt Payments
COUDERT BROTHERS: Seeks Extension of Excl. Plan-Filing Period
CROWN CASTLE: Moody's Withdraws Ratings Following Debt Repayment
CSC HOLDINGS: 6-3/4% Notes' Exchange Offer Extended Until Jan. 16
DOLLAR GENERAL: Posts $5.285MM Net Loss in Quarter Ended Nov. 3

DURA AUTOMOTIVE: Eight Vendors Want to Reclaim Prepetition Goods
ENERSIS SA: Moody's Lifts Sr. Debt Ratings to Baa3 from Ba1
ENTERGY NEW ORLEANS: Panel Asserts Illegal Postpetition Payments
ENTERGY NEW: Judge LeMelle Refers Hibernia Action to Bankr. Court
FOAMEX INTERNATIONAL: Wants Plan Solicitation Procedures Amended

FOAMEX INT'L: U.S. Trustee Amends Creditors Panel Membership
FONIX CORP: Sells $1,038,750 9% Debentures to McCormack Avenue
FONIX CORP: Sells Series E 9% Debentures to Southridge Partners
GENESCO INC: Earns $16 Million in 2006 Third Quarter Ended Oct. 29
GRANITE BROADCASTING: Wants to Borrow $25 Mil. from Silver Point

GRAYSON CLO: Moody's Rates $31-Mil. Class D Senior Notes at Ba2
GUARDIAN TECH: Sept. 30 Balance Sheet Upside-Down by $1.1 Million
GUNDLE SLT: Volatile Prices Cue Moody's SGL Rating Downgrade
HILTON HOTELS: Moody's Holds Ba3 Rating on $46-Mil. Class F Certs.
HOLLINGER INC: Illinois Court Mulls Dismissal of Securities Suit

ING INVESTMENT: Moody's Rates $13-Mil. Class D Notes at Ba2
J. CREW: October 28 Equity Deficit Narrows to $55.1 Million
JO-ANN STORES: Earns $100,000 in Third Quarter Ended Oct. 28
JP MORGAN: Moody's Holds Junk Rating on $9.2 Million of Debentures
KB HOMES: To Record at Least $235MM of Non-Cash Impairment Charges

KUSHNER-LOCKE: Can Access Lender's Cash Collateral Until May 31
LARGE SCALE: Court Confirms 1st Amended Joint Plan of Liquidation
LEAP WIRELESS: Completes $31.8-Mil. Spectrum License Acquisition
LIME ENERGY: Posts $4.1 Mil. Net Loss in 2006 Third Quarter
LODGENET ENTERTAINMENT: Moody's Holds Corp. Family Rating at B1

MICHAEL LEMBO: Case Summary & 3 Largest Unsecured Creditors
MSC MEDICAL: Growth Plan Shortfalls Cue Moody's Negative Outlook
MSDWMC OWNER: Losses Cue Moody's to Cut Ratings on 5 Note Classes
NATIONAL LAMPOON: Jeff Gonzalez Resigns as Chief Financial Officer
NORD RESOURCES: Sept. 30 Balance Sheet Upside-Down by $4.3 Million

NORD RESOURCES: Platinum Shareholders Approve Merger Transaction
ORANGE COUNTY: Robert Franz Appointed as Deputy CEO/CFO
ORBITAL SCIENCES: Earns $8.6 Million in 2006 Third Quarter
PANTRY INC: Earns $89.2 Million in Fiscal Year Ended September 28
PATH 1: September 30 Balance Sheet Upside Down by $3.7 Million

PEABODY ENERGY: Moody's Rates $500-Mil. Junior Debentures at Ba2
PLASTIPAK HOLDINGS: Moody's Shifts Outlook to Positive from Stable
PREMIER DEVELOPMENT: Inks Pact with Adam Barnett to Settle Suit
PREMIER DEVELOPMENT: May Wind Up Business and Delist Shares
REFCO INC: Judge Drain Confirms Modified Joint Chapter 11 Plan

ROLAND PUGH: Case Summary & 12 Largest Unsecured Creditors
SCOTTS MIRACLE: Planned Recapitalization Prompts Moody's Review
SIERRA CLO: Moody's Rates $16-Million Class B-2L Notes at Ba2
SINCLAIR BROADCAST: Moody's Holds Corporate Family Rating at Ba3
SKIPPERS INC: Case Summary & 19 Largest Unsecured Creditors

SOLUTIA INC: Wants to Sell Texas Land to Shintech Inc. for $7.1MM
SUN-TIMES MEDIA: Suspends $0.05 Per Share Quarterly Dividend
SUPERVALU INC: Albertson's Plans Delisting of Term Units at NYSE
TCR I: Disclosure Statement Hearing to Proceed on January 9
TEXOLA ENERGY: Gets Additional 10,000 Acres of Oil & Gas Leases

UNITED COMPONENTS: UCI Holdco to Offer $235 Million of PIK Notes
VISIPHOR CORP: Grants 948,133 Options to Officers and Directors
WESTERN OAKS: Case Summary & 8 Largest Unsecured Creditors

* Proposed Air Mergers Spur Congress to Plan Hearing
* Fried Frank Opens Offices in Hong Kong & Adds Nine New Partners

* BOND PRICING: For the week of December 11 - December 16, 2006

                             *********

ADELPHIA COMMS: Rigases Want $600,000 as Additional Defense Cost
----------------------------------------------------------------
James Rigas and Michael Rigas ask the U.S. Bankruptcy Court for
the Southern District of New York to permit Associated
Electric & Gas Services Limited to advance another $600,000 in
defense costs from the Adelphia Communications Corporation and its
debtor affiliates' Directors' and Officers' Liability Insurance
Policies.

James Rigas and Michael Rigas seek $300,000 each to cover the past
due invoices for legal fees, consulting fees, and vendor fees.

The Rigases further ask the Court to permit AEGIS to advance to
Pete Metros, Erland Kailbourne, Les Gelber, and Dennis Coyle an
additional $300,000 each for Defense Costs pursuant to the terms
of the interim funding agreements between AEGIS and those four
individuals.

As reported in the Troubled Company Reporter on Oct. 12, 2006, the
Honorable Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York permitted Associated Electric to
advance an additional $300,000 for James Rigas and $300,000 for
Michael Rigas to cover Defense Costs pursuant to the terms of the
Agreement between the Rigases and AEGIS.

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest  
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.   
(Adelphia Bankruptcy News, Issue No. 154; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Wants Lucent to Produce Withheld Documents
----------------------------------------------------------
Adelphia Communications Corporation asks the U.S. Bankruptcy Court
for the Southern District of New York to direct Lucent
Technologies Inc. to:

    (1) immediately produce all documents withheld as attorney
        work product that predated May 2002 because there was no
        pending or anticipated litigation during that period
        between Lucent and Devon Mobile Communications L.P.;

    (2) immediately produce all 29 Pacchia Documents because they
        are not protected by the attorney-client privilege or the
        work product doctrine;

    (3) immediately produce all withheld documents identified as
        being sent or received by "Unknown" because Lucent has not
        established that the documents are privileged or protected
        by the work product doctrine;

    (4) revise the Lucent Privilege Log to provide sufficient and
        meaningful descriptions;

    (5) produce those remaining documents to the Court for an in
        camera inspection; and

    (6) to the extent the Court determines that any of the
        remaining documents is privileged, the Court should review
        those documents in camera to determine whether the
        privilege has been waived pursuant to the "at issue"
        doctrine.

Lucent previously filed a claim for $44,721,520 against the
Debtor, seeking recovery for millions of dollars allegedly owed by
ACOM under a contract between Lucent and Devon Mobile
Communications L.P.

On May 4, 2006, ACOM served its first request for production of
documents on Lucent.

On Oct. 13, 2006, Lucent furnished ACOM a Privilege Log, which
listed 89 withheld claims.

Rona J. Rosen, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, in Philadelphia, Pennsylvania, asserts that the
descriptions of all 89 withheld documents fail to meet the
requirements of Rule 26(b)(5) of the Federal Rules of Civil
Procedures:

    (a) Lucent does not describe the withheld items in sufficient
        detail so as to permit ACOM to assess the applicability of
        the alleged privilege;

    (b) Eight of the withheld documents lists the sender or
        recipient as "Unknown";

    (c) About 29 withheld documents lists the sender or the
        recipient as Anthony Pacchia, an employee at Traxi LLC.
        Ms. Rosen relates that the Lucent Privilege Log states
        that Traxi employees are "consultants hired by Lucent and
        used in connection with this Matter" in an attempt to
        extend the privilege to Mr. Pacchia; and

    (d) All of the documents withheld as attorney work product
        predate May 2002.  Devon was current on the payment of all
        of its Lucent invoices through April 15, 2002.  Credit
        terms under the Lucent/Devon General Agreement were net 30
        days after receipt of an invoice.  The period of
        "anticipation of litigation" cannot reasonably be said to
        commence until invoices are unpaid and reasonable
        collection efforts have failed.

Ms. Rosen contends that Mr. Pacchia and Traxi were hired by Lucent
in the ordinary course of business to manage Lucent's credit risks
generally and to otherwise assist Lucent's Global Assets Recovery
group.  Mr. Pacchia was not hired specifically to manage Lucent's
credit risks under the Lucent/Devon General Agreement.  Ms. Rosen
adds that Mr. Pacchia was not also hired to assist Lucent's
attorneys in advising Lucent on the Devon credit risk.  Thus, she
says, any Lucent communication to Mr. Pacchia is not privilege
because he is not a Lucent employee.

Ms. Rosen asserts there is no evidence that Mr. Pacchia or Traxi
was engaged at a time when there was any anticipated or ongoing
litigation between Lucent and Devon.

Ms. Rosen relates Lucent refused to provide supplemental
descriptions to enable ACOM to assess the applicability of the
invoked privileges.

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest  
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 154; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADVANCED MICRO: Forecasts 20% Increase in Shipments for 2007
------------------------------------------------------------
Advanced Micro Devices Inc. anticipates a 20% increase in
shipments in 2007, Ian King of Bloomberg News reports.

In a presentation to New York analysts, AMD chief financial
officer Robert Rivet forecasted that the company's gross margin
would increase 50% in 2007, instead of the 47% average in the
previous four quarters.  "They gave a very optimistic long-term
view," commented John Lau, an analyst at Jefferies & Co.  Mr. Lau
noted that the company did not focus on the current quarter's
price increases.

Citing Mercury Research, Bloomberg relates that AMD's market share
is up 17% from last year.  The company's share of sales increased
by 23.3% in the third quarter of 2006.

The company's $5.4 billion acquisition of graphics chip maker ATI
Technologies Inc. in October will help win more market share from
Intel Corp., AMD chief executive officer Hector Ruiz said.  The
company is benefiting from large PC makers diversifying their
product lines to include AMD's microprocessors.

AMD will release its 2006 fourth quarter financial results in
January 2007.

                           About AMD

Based in Sunnyvale, California, Advanced Micro Devices Inc. (NYSE:
AMD) -- http://www.amd.com/-- designs and produces innovative  
microprocessor and graphics and media solutions for the computer,
communications, and consumer electronics industries.  The company
has corporate locations in Sunnyvale, California, Austin, Texas,
and Markham, Ontario, and global operations and manufacturing
facilities in the United States, Europe, Japan, and Asia.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
in connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. technology semiconductor and distributor
sector, the rating agency affirmed its Ba3 corporate family rating
on Advanced Micro Devices, Inc.

As reported in the Troubled Company Reporter on Oct. 6, 2006,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on AMD.  The rating agency also assigned its 'BB-'
bank loan rating, one notch above the corporate credit rating, and
a '1' recovery rating to the company's proposed $2.5 billion
senior secured term loan, to be used as partial funding of the
acquisition.  S&P further raised its rating on the company's
$600 million ($390 million outstanding) senior notes to 'B+' from  
'B'.


AMERISOURCEBERGEN CORP: Earns $467.7 Mil. in Year Ended Sept. 30
----------------------------------------------------------------
AmerisourceBergen Corporation reported $467.7 million of net
income on $61.2 billion of revenues for the fiscal year ended
Sept. 30, 2006, compared with $264.6 million of net income on
$54.6 billion of revenues for fiscal 2005.

"Our outstanding performance in the September quarter and the
fiscal year exceeded our internal expectations and sets the stage
for continued strong performance in fiscal 2007," said R. David
Yost, AmerisourceBergen's Chief Executive Officer.  "Our record
operating revenue was again above our expectations, and our
excellent earnings per share performance in the quarter was driven
by great results in the pharmaceutical distribution business,
including strong growth in our specialty business, improvement in
the PharMerica segment, and reduced interest expense and shares
outstanding.  With $1.3 billion in cash and no net debt, our
balance sheet continues to be strong and our financial flexibility
significant."

AmerisourceBergen's operating revenue was $14.6 billion in the
fourth quarter of fiscal 2006 compared to $13.0 billion for the
same period last year, a 13 percent increase.  Bulk deliveries in
the quarter were $1 billion, up 5 percent over last fiscal year's
fourth quarter.

Consolidated operating income in the fiscal 2006 fourth quarter
increased 26 percent to $195.3 million, primarily due to the
strong performance of the Pharmaceutical Distribution segment and
improved performance in the PharMerica segment.  In addition, the
negative impact in the quarter of $7.8 million of facility
consolidations, employee severance and other costs, was offset by
an $8.9 million gain from the settlement of pharmaceutical
manufacturer antitrust litigation cases.

In the prior year's fiscal fourth quarter, consolidated operating
income was negatively impacted by $12 million of facility
consolidations, employee severance and other costs, primarily from
the outsourcing of information technology services.

In the fourth quarter of fiscal 2006, the company had $808,000 of
net interest income compared to $9.4 million of net interest
expense in the prior year's fourth quarter.  The year-ago fourth
quarter also had a $110.9 million charge relating to the early
retirement of debt.

Cash used in operations for the fourth quarter of fiscal year 2006
was $77 million.  Cash provided by operations in fiscal year 2006
was $807 million, above expectations.

For fiscal 2006, AmerisourceBergen's operating revenue was
$56.7 billion compared to $50 billion for last year, a 13 percent
increase.  Bulk deliveries in the 2006 fiscal year decreased 1
percent to $4.5 billion.  Total revenue in fiscal year 2006 was
$61.2 billion.

Consolidated operating income in the 2006 fiscal year increased 18
percent over the previous fiscal year to $748.7 million primarily
due to improved gross profit in the pharmaceutical distribution
segment.

"The excellent results in the fiscal 2006 fourth quarter reflect
outstanding operating performance across all our businesses in the
Pharmaceutical Distribution segment and operating improvement in
the PharMerica segment," said Kurt J. Hilzinger,
AmerisourceBergen's President and Chief Operating Officer.

"Drug Corporation's revenue growth in the fourth quarter was
driven by contributions across all our customer segments as well
as our Canadian operations, which now provide more than $1.5
billion in annualized revenue.

"Optimiz(R), our program to enhance the efficiency of our
distribution center network, improved our cost structure in the
quarter.  We began in 2001 with 51 distribution centers.  At the
end of fiscal 2006 we have largely completed our network
reconfiguration on schedule and on budget, and now have 28
distribution centers, including six new, state-of-the-art
facilities.  In fiscal 2007, we expect to consolidate an
additional two to three distribution centers and continue to
install our warehouse management system, which will drive
continued savings.  Our customer-focused Transform program,
designed to improve value to the customers and deliver better
margins for the Drug Corporation, also aided performance in the
quarter.

"Our Specialty Group's strong operating revenue performance in the
fourth quarter led to nearly $10 billion in operating revenue in
fiscal 2006, as it continued to grow its market-leading oncology
businesses faster than the overall pharmaceutical market.

"The Packaging Group continued to expand its growing pipeline of
contract packaging programs for manufacturers and to broaden its
compliance packaging solutions for healthcare providers.  Anderson
Packaging, our U.S. contract packaging unit, had especially strong
performance in the quarter.

"Our PharMerica segment showed improvement in the fourth quarter.
Revenues in the segment increased 5 percent over the previous
fiscal year's fourth quarter, with Long Term Care (PharMerica LTC)
revenues up 6 percent.  In October, the company signed a
definitive agreement to combine its PharMerica LTC institutional
pharmacy business with that of Kindred Healthcare's institutional
pharmacy business in a tax-free spin-off and merger to form a new,
independent publicly traded company.  Our Workers' Compensation
business will remain in the segment after the spin-off."

At Sept. 30, 2006, the company's consolidated balance sheet showed
$12.8 billion in total assets, $8.6 billion in total liabilities,
and $4.1 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the fiscal year ended Sept. 30, 2006, are available
for free at http://researcharchives.com/t/s?1722

                      About AmerisourceBergen

AmerisourceBergen (NYSE:ABC) -- http://www.amerisourcebergen.com/
-- is one of the world's largest pharmaceutical services companies
serving the United States, Canada and selected global markets.
AmerisourceBergen's service solutions range from pharmacy
automation and pharmaceutical packaging to pharmacy services for
skilled nursing and assisted living facilities, reimbursement and
pharmaceutical consulting services, and physician education.  
AmerisourceBergen is headquartered in Valley Forge, PA, and
employs more than 14,000 people.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Moody's Investors Service affirmed AmerisourceBergen Corp.'s Ba1
Corporate Family Rating.


ANDERSON SECOND: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Anderson Second Family Limited Partnership
        P.O. Box 91037
        Saint George, UT 84791

Bankruptcy Case No.: 06-42312

Chapter 11 Petition Date: November 30, 2006

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Eric A. Nyberg, Esq.
                  Kornfield, Paul and Nyberg
                  1999 Harrison St. #2675
                  Oakland, CA 94612
                  Tel: (510) 763-1000
                  Fax: (510) 273-8669

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Dublin Corporate Center LLC   Breach of contract      $1,295,700
John Dioguardi, Esq.          claim
4516 Butress Court
Concord, CA 94518

Greg Anderson                 Attorney fees,            $278,000
P.O. Box 910371               Property taxes,
Saint George, UT 84791        Land fees

Franchise Tax Board           Taxes                     $130,000
Bankruptcy Unit
P.O. Box 2952
Sacramento, CA 95827

Theresa Muley                 Attorney's fees            $20,000
5820 Stoneridge Mall Rd.,
#100
Pleasanton, CA 94588


ASARCO LLC: Wants Until May 16 to Decide on Leases
--------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas in Corpus Christi to further
extend their time to decide whether to assume, assume and assign,
or reject their non-residential real property leases until May 16,
2007.

Judith W. Ross, Esq., at Baker Botts L.L.P., in Dallas, Texas,
tells the Court that the Debtors need additional time to determine
their reclamation obligations under certain leases with the Bureau
of Land Management and Bureau of Indian Affairs of the U.S.
Department of the Interior, and the members of the San Xavier
District of the Tohon O'odham Nation.

Ms. Ross relates that the Debtors and the Indian and Government
Parties are currently working to bring finality to the potential
claims related to the Indian Leases.  As a result of the meetings,
the Indian and the Government Parties agree to provide a "term
sheet", which will make specific proposals for resolving the
uncertainty regarding the Debtors' reclamation obligation for the
Indian Leases.  

                         About ASARCO LLC

Tucson, Ariz.-based ASARCO LLC -- http://www.asarco.com/-- is an  
integrated copper mining, smelting and refining company.  Grupo
Mexico S.A. de C.V. is ASARCO's ultimate parent.  The Company
filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex.
Case No. 05-21207).  James R. Prince, Esq., Jack L. Kinzie, Esq.,
and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel
Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the
Debtor in its restructuring efforts.  Lehman Brothers Inc.
provides the ASARCO with financial advisory services and
investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


ASARCO LLC: Wants Removal Deadline Extended to May 11
-----------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas in Corpus Christi to further
extend the period within which they may remove civil actions
through and including May 11, 2007.

Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth,
& Holzer, P.C., in Corpus Christi, Texas, contends that the
Debtors are parties to a myriad of lawsuits in various state and
federal courts.  The issues involved in many of those lawsuits are
complex and many require individual analysis of each case.

Mr. Holzer asserts that the Debtors need additional time to review
the lawsuits at issue to determine whether removal of the various
cases is in the best interest of the bankruptcy estates.  

In addition, Mr. Holzer says an extension of the deadline would
aid the efficient an economical administration of the estates.

                         About ASARCO LLC

Tucson, Ariz.-based ASARCO LLC -- http://www.asarco.com/-- is an  
integrated copper mining, smelting and refining company.  Grupo
Mexico S.A. de C.V. is ASARCO's ultimate parent.  The Company
filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex.
Case No. 05-21207).  James R. Prince, Esq., Jack L. Kinzie, Esq.,
and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel
Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the
Debtor in its restructuring efforts.  Lehman Brothers Inc.
provides the ASARCO with financial advisory services and
investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


ATMEL CORP: NASDAQ Conditionally Grants Continued Listing
---------------------------------------------------------
Atmel Corp. disclosed that the NASDAQ Listing Qualifications Panel
has granted the company's request for continued listing on the
NASDAQ Stock Market subject to certain conditions.

On Feb. 9, 2007, Atmel must file with the Securities and Exchange
Commission its Forms 10-Q for its second quarter ended June 30,
2006, and third quarter ended Sept. 30, 2006, as well as any
necessary restatements for prior financial periods.

The company must also be able to demonstrate compliance with all
other requirements for continued listing on the Nasdaq Stock
Market.

In granting the extension, the Panel has required that through
Feb. 9, 2007, Atmel will notify the Panel of the occurrence of any
significant events, including any event that may call into
question Atmel's historical financial information or affect the
company's ability to comply with any NASDAQ listing requirement or
satisfy the Feb. 9, 2007, deadline.

In addition, any submissions to the Panel, press releases, or
public filings prepared by Atmel will be subject to review by the
Panel, which may, at its discretion, request additional
information before determining that Atmel has complied with the
terms of the Panel's decision.

The Audit Committee of the company's Board of Directors initiated
an independent investigation regarding the timing of past stock
option grants and other potentially related issues.

The Audit Committee, with the assistance of independent legal and
forensic accounting experts, has reached a preliminary
determination that, in connection with the requirements of
Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees, the actual measurement dates for certain
stock options differed from the recorded measurement dates for
those stock options.

Based on the Audit Committee's preliminary determination, the
company expects that the difference in these measurement dates
will result in material non-cash, stock-based compensation
expenses.

The company disclosed the decision of the Audit Committee that
prior financial statements should no longer be relied upon.

The Audit Committee has not completed its work nor reached final
conclusions and is continuing its investigation into the
circumstances that gave rise to the differences.

The Audit Committee is making every effort to complete its
investigation, and the company will make every effort to file its
restated financial statements as soon as practicable after the
completion of the investigation.

There can be no assurance that Atmel will remain listed on the
NASDAQ Global Market unless and until the company fully satisfies
the terms of the Panel's decision.

Headquartered in San Jose, Calif., Atmel Corp. (Nasdaq: ATML) --
http://www.atmel.com/-- designs and manufactures  
microcontrollers, advanced logic, mixed-signal, nonvolatile memory
and radio frequency components.  Leveraging one of the industry's
broadest intellectual property technology portfolios, Atmel is
able to provide the electronics industry with complete system
solutions.  It is focused on consumer, industrial, security,
communications, computing, and automotive markets.

Headquartered in San Jose, Calif., Atmel Corp. (Nasdaq: ATML) --
http://www.atmel.com/-- designs and manufactures  
microcontrollers, advanced logic, mixed-signal, nonvolatile
memory, and radio frequency components.  Leveraging one of the
industry's broadest intellectual property technology portfolios,
Atmel is able to provide the electronics industry with complete
system solutions.  It is focused on consumer, industrial,
security, communications, computing, and automotive markets.

                           *     *     *

Standard & Poor's Rating Services assigned its single-B long-term
foreign issuer and long-term local issuer credit ratings to Atmel
Corp. on Oct. 24, 2001, and said the outlook, at that time, was
negative.


ATMEL CORP: Intends to Sell UK & Germany Wafer Fabrication Plants
-----------------------------------------------------------------
Atmel Corp. reported strategic restructuring initiatives designed
to enhance profitability, accelerate the company's growth and
reduce costs.

These initiatives include:

   -- A focus on the company's high-growth, high-margin
      proprietary product lines.  To better align Atmel's
      resources with highest-growth opportunities, the company is
      redeploying resources to accelerate the design and
      development of products that target expanding markets and is
      halting development on lesser, unprofitable, non-core
      products.

   -- Optimize Atmel's manufacturing operations.  Atmel will seek
      to sell its wafer fabrication facilities in North Tyneside,
      United Kingdom, and Heilbronn, Germany.  These actions are
      expected to increase manufacturing efficiencies by better
      utilizing remaining wafer fabrication facilities while
      reducing future capital expenditure requirements.

   -- The adoption of a fab-lite strategy.  Through better
      utilization of its remaining wafer fabs and the expansion of
      its foundry relationships, Atmel will significantly reduce
      manufacturing costs and continue to design and develop
      innovative new products utilizing world-class manufacturing
      facilities.

The company anticipates cost savings in the range of $70 million
to $80 million in 2007 reaching an annual rate of $80 million to
$95 million by 2008.  Included in the cost savings is
approximately $55 million per year resulting from the expected
sale of the wafer fabrication facilities.  

Through a combination of voluntary resignations, attrition and
other actions, Atmel expects a reduction in its non-manufacturing
workforce of approximately 300 employees, or 10%.

The company anticipates headcount to be reduced by approximately
1,000 additional employees upon completion of the sales of the
North Tyneside and Heilbronn wafer fabrication facilities.

Atmel will continue to meet the production needs of its worldwide
customer base during this transition through the use of internal
capacity and existing foundry partners.

In addition, Atmel anticipates entering into a transition sourcing
agreement with the eventual buyers of the wafer fabrication
facilities.

"These initiatives follow a thorough analysis of the company's
operations and strongest opportunities for growth," Atmel
president and chief executive officer Steven Laub said.

"While this decision was difficult given the company's many
dedicated employees, these actions are essential to better
position Atmel to compete and drive value for our shareholders.

"Focusing on our core business competencies, expanding our foundry
relationships, and the adoption of a fab-lite model are the right
strategies for Atmel to better serve our customers, reduce
manufacturing costs, and enhance shareholder value."

As a result of the initiatives, the company estimates it will
record one-time restructuring and impairment charges in excess of
$200 million in the fourth quarter of 2006 for fixed asset write-
downs, severance, and other expenses associated with the
restructuring.  A significant portion of these non-recurring
charges relate to the non-cash write-down of the North Tyneside
manufacturing facility Atmel intends to sell.

                            About Atmel

Headquartered in San Jose, Calif., Atmel Corp. (Nasdaq: ATML) --
http://www.atmel.com/-- designs and manufactures  
microcontrollers, advanced logic, mixed-signal, nonvolatile
memory, and radio frequency components.  Leveraging one of the
industry's broadest intellectual property technology portfolios,
Atmel is able to provide the electronics industry with complete
system solutions.  It is focused on consumer, industrial,
security, communications, computing, and automotive markets.

                           *     *     *

Standard & Poor's Rating Services assigned its single-B long-term
foreign issuer and long-term local issuer credit ratings to Atmel
Corp. on Oct. 24, 2001, and said the outlook, at that time, was
negative.


AURIGA LABORATORIES: Posts $3.5MM Net Loss in 2006 Third Quarter
----------------------------------------------------------------
Auriga Laboratories, Inc. and its subsidiaries have filed their
consolidated quarterly financial statements for the quarterly
period ended Sept. 30, 2006.

The company reported a $3,522,993 net loss on $1,791,342 of
revenues for the quarterly period ended Sept. 30, 2006, compared
to a net loss of $424,558 on $730,349 of total revenues in the
same quarter of 2005.

At Sept. 30, 2006, the company's balance sheet showed $10,760,844
in total assets, $6,727,697 in total liabilities, and $4,033,147
in stockholders' equity.  At March 31, 2006, the company had
$2,133,430 in total assets, $4,018,462 in total liabilities, and
$1,885,032 in stockholders' deficit

The company's September 30 balance sheet also showed strained
liquidity with $2,645,169 in total current assets available to pay
$4,528,995 in total current liabilities coming due within the next
12 months.

Since inception, the company has incurred significant operating
and net losses and has been unable to meet its cash flow needs
with internally generated funds.  The company's cash requirements,
primarily working capital requirements and cash for product
development activities, have been satisfied through borrowings and
the issuance of securities in a number of private placements.

At Sept. 30, 2006, the company had cash and cash equivalents on
hand of approximately $495,000, a negative working capital
position of $1,883,826 and long-term debt commitments of
$2,198,702.

On a going forward basis, the company's primary business strategy
is to continue to focus on its existing Extendryl(R) line of
products, promote and sell the newly acquired Levall(R) product
line and the Aquoral(TM) product line and continue to acquire
proven brand name products.  The company has successfully raised
capital during the current quarter in the form of the issuance of
two promissory notes, the proceeds of which were used for payments
related to new license rights and working capital.  The total
proceeds from these notes were $2 million as of Sept. 30, 2006,
with an additional amount of $250,000 received in October 2006.

The company will need to continue to raise additional equity or
debt financing to adequately fund its strategies and to satisfy
its ongoing working capital requirements.

A full-text copy of the company's financial statements for the
quarterly period ended Sept. 30, 2006, is available for free at

              http://researcharchives.com/t/s?1726

                      Going Concern Doubt

Jaspers + Hall, P.C., in Denver, Colorado, raised substantial
doubt about Auriga Laboratories' ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Sept. 30, 2005.  The auditor pointed
to the Company's operating losses, has minimal working capital as
of Sept. 30, 2005, and no ongoing source of income.

                   About Auriga Laboratories

Based in Norcross, Georgia, Auriga Laboratories(TM), Inc.
-- http://www.aurigalabs.com/-- is a pharmaceutical company   
capitalizing on high-revenue markets and opportunities in the
pharmaceutical industry through aggressive sales, integrated
marketing and advanced in-house drug development capabilities.


AVAYA INC: Earns $48 Million in Fiscal Quarter Ended Sept. 30
-------------------------------------------------------------
Avaya Inc. reported a net income of $48 million for the fourth
fiscal quarter ended Sept. 30, 2006.  Avaya's fourth fiscal
quarter 2006 revenues increased five percent to $1.364 billion
compared to $1.296 billion in the same period last year.  

For the  fourth fiscal quarter last year, the company reported a
$660 million net income.  Those results included a tax benefit of
$577 million from the reversal of the company's deferred tax
valuation allowance, restructuring charges and a charge for in-
process research and development.

At Sept. 30, 2006 the company reported $5.2 billion in total
assets, $3.1 billion in total liabilities, and $2.1 billion in
total stockholders' equity.

The company reported a $75 million operating income for the fourth
quarter of 2006 and, excluding the restructuring charges, $137
million.  In the year ago quarter, operating income was $82
million and excluding restructuring charges and a charge for in-
process research and development, $107 million.  

"We finished fiscal 2006 with a strong quarter," said Lou
D'Ambrosio, president and CEO, Avaya.  "The transition by
enterprises to IP telephony and Intelligent Communications
continued to drive growth in product sales and IP line shipments.  
Also in the quarter, we captured operating leverage from our
revenue growth and generated strong cash flow.  And we took action
to more effectively align our resources to capture market
opportunities and to improve our cost structure.

"As we move forward in fiscal 2007, we are focused on driving
growth and extending our market leadership around Intelligent
Communications, tenacious execution and productivity enhancements
to deliver sustained value creation," Mr. D'Ambrosio said.

During the fourth fiscal quarter of 2006, Avaya incurred
restructuring charges of $62 million pre-tax, primarily related to
workforce reductions in the United States and Europe.  Avaya also
said it expects to incur additional restructuring charges in the
range of approximately $65 million to $75 million in the first
half of fiscal 2007 related to workforce reductions.  The savings
from the fourth quarter of fiscal 2006 and first half of fiscal
2007 actions will be used to offset increased compensation-related
expenses and to enhance and upgrade the company's workforce
skills, reinvest in the business to strengthen Avaya's
competitiveness and support revenue growth.
   
Once the company has completed these additional restructuring
actions, the company believes it should be able to reasonably
estimate and make an addition to its reserve for future post
employment benefits pursuant to Financial Accounting Standards No.
112, relating to its European operations, of up to approximately
$70 million.

For fiscal year 2006, Avaya reported net income of $201 million  
compared to net income of $921 million in fiscal 2005, which
result included a tax benefit of $676 million.  The company
generated operating cash flow of $647 million in fiscal 2006
compared to $334 million in fiscal 2005.
   
Fiscal 2006 revenues were $5.148 billion compared to fiscal 2005
revenues of $4.902 billion.

Year-over-year revenues increased in both the company's products
and services segments, as well as across all geographic regions.  
Worldwide product sales rose nine percent compared to the same
period last year, with IP line shipments increasing in the high 20
percent range.
    
Headquartered in Basking Ridge, N.J., Avaya Inc., (NYSE: AV) --     
http://www.avaya.com.-- designs, builds and manages  
communications networks for more than one million businesses
worldwide, including more than 90 percent of the FORTUNE 500(R).
Focused on businesses large to small, Avaya is a world leader
in secure and reliable Internet Protocol telephony systems and
communications software applications and services.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Avaya, Inc., to 'BB' from 'B+'.

As reported in the Troubled Company Reporter on Jan. 21, 2005,
Moody's Investors Service upgraded the senior implied rating of
Avaya, Inc., to Ba3 from B1.  Moody's said the ratings outlook is
positive.


BEAZER HOMES: Earns $388.8 Million in Fiscal Year Ended Sept. 30
----------------------------------------------------------------
Beazer Homes USA Inc. reported $388.8 million of net income on
$5.5 billion of revenues for the fiscal year ended Sept. 30. 2006,
compared with $262.5 million of net income on $5 billion of
revenues in fiscal 2005.

"Beazer Homes had record fourth quarter closings and revenues in
fiscal 2006 as we focused on converting our existing backlog in
what remains a challenging housing market," said President and
Chief Executive Officer, Ian J. McCarthy.  "Despite our strong
close of fiscal 2006, most markets across the country continue to
experience higher levels of resale home inventories, lower levels
of demand for new homes, significant increases in cancellation
rates and significantly higher discounting.  As it is difficult to
predict the duration of these factors, we have proactively taken
steps to align our overhead structure and capital spending with
our expectations for a reduced level of home closings in fiscal
2007.  We believe this disciplined commitment to profitability and
prudent capital allocation, coupled with our broad geographic and
product diversity, will position us well for the continuing
difficult market environment and the eventual upturn.  We continue
to believe that the long-term industry fundamentals, based on
demographic driven demand and employment trends, together with
further supply constraints, remain compelling."

Total home closings of 6,411 in the quarter were 1% above the
prior year's record quarter as decreased closings in Florida and
the Mid-Atlantic were offset by increases in the West, Southeast
and other homebuilding segments.  Net new home orders totaled
2,064 homes for the quarter, a decline of 58% from the fourth
quarter of the prior year, resulting from both reduced demand
across the company's markets and a significantly higher rate of
cancellations from the prior year.

"We remain focused on reducing costs and efficiently allocating
capital in this challenging business environment," said James
O'Leary, Executive Vice President and Chief Financial Officer.
"During September and October, we undertook a comprehensive review
of our overhead structure in light of our reduced volume
expectations for fiscal 2007, bringing our overall headcount down
by approximately 1,000 positions, or 25%.  We also reduced our
controlled lot count by over 15% during the fourth quarter by
eliminating non-strategic positions to align our land supply with
our current expectations for home closings.  These steps are
intended to maintain our sound balance sheet and strong financial
position so that we can capitalize on those future opportunities
that will generate meaningfully higher returns prospectively."

Operating margin declined to 8.0% in the fourth quarter as a
result of a higher percentage of closings from lower margin
markets, higher market driven sales incentives and costs
associated with overhead structure realignment and exiting of land
positions.  These results included pre-tax charges of
approximately $18.2 million to write off land options and exit
positions that were no longer providing sufficient returns and
$5.6 million to recognize inventory impairments.  The company also
incurred approximately $1.1 million in severance costs during the
fourth quarter of fiscal 2006 related to the alignment of its
overhead structure.

During the fourth quarter of fiscal 2006, the company repurchased
557,400 shares of its common stock for $22.1 million under its 10
million share repurchase authorization.  For fiscal year 2006, the
company repurchased 3,648,300 shares for $205.4 million.  At Sept.
30, net debt to total capitalization stood at 49.5%, and the
company had no outstanding borrowings under its primary revolving
credit facility.

At Sept. 30, 2006, the company's balance sheet showed $4.6 billion
in total assets, $2.9 billion in total liabilities, and $1.7
billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?1725

                         About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA, Inc., (NYSE: BZH) --
http://www.beazer.com/-- is one of the country's ten largest   
single-family homebuilders with operations in Arizona, California,
Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland,
Mississippi, Nevada, New Jersey, New Mexico, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas,
Virginia and West Virginia and also provides mortgage origination
and title services to its homebuyers.

                         *     *     *

As reported in the Troubled Company Reporter on June 7, 2006,
Moody's Investors Service assigned a Ba1 rating to $275 million of
8.125%, 10-year senior notes of Beazer Homes USA, Inc.  At the
same time, Moody's affirmed Beazer's corporate family rating of
Ba1 and the Ba1 ratings on the company's existing senior note
issues.  The ratings outlook is stable.

As reported in the Troubled Company Reporter on June 6, 2006,
Fitch Ratings assigned a 'BB+' rating to Beazer Homes USA, Inc.'s
$275 million, 8.125% senior unsecured notes due 2016.

Fitch affirmed Beazer's 'BB+' Issuer Default, senior unsecured
debt and unsecured bank credit facility ratings.  The Rating
Outlook is Stable.  The issue will be ranked on a pari passu basis
with all other senior unsecured debt, including the company's
unsecured bank credit facility.


BELL MICROPRODUCTS: Commences Cash Tender Offer for 3-3/4% Notes
----------------------------------------------------------------
Bell Microproducts Inc. has commenced a tender offer to purchase
for cash, any and all of its $109,850,000 outstanding 3 3/4 %
Convertible Subordinated Notes, Series B due 2024 at a purchase
price equal to $1,000.00 per $1,000.00 of the principal amount of
the Notes, plus accrued and unpaid interest to the date on which
the Notes are purchased.

The tender offer will expire at 9:00 a.m., New York City time, on
Jan. 18, 2007, unless extended or earlier terminated.  Payments of
the tender consideration for Notes validly tendered and not
withdrawn on or prior to the expiration date and accepted for
purchase will be made as soon as practicable after the expiration
date.

Separately, Bell Micro commenced, on Dec. 7, 2006, a solicitation
of consents to an amendment to the indenture covering the Notes
and a waiver of defaults arising from the failure to file all
reports and other information and documents which it is required
to file with the U.S. Securities and Exchange Commission and,
within fifteen days after it files the SEC Reports with the SEC,
to file copies of the SEC Reports with the trustee.  

The proposed amendment would amend the indenture to eliminate any
provision that would trigger a default for the failure to file or
deliver any reports required to be filed with the SEC or the
trustee.  The proposed amendment and waiver requires approval of
holders of a majority of the outstanding principal amount of
Notes.  The consent fee is $5.00 in cash per $1,000.00 in
principal amount of Notes as to which consents have been provided.

Bell Micro has amended the Consent Solicitation.  Pursuant to the
terms of the amended Consent Solicitation:

   (1) The Consent Date is extended to 5:00 p.m. New York City
       time on Dec. 14, 2006.

   (2) The definition of Eligible Tender Offer has been amended
       to require that Bell Micro have commenced the tender offer
       for the Notes, held the tender offer open for at least
       twenty business days and consummated the repurchase of the
       Notes at a price of $1000.00 for each $1000.00 principal
       amount of Notes prior to Feb. 28, 2007.

   (3) If Bell Micro receives the Required Consents, the
       indenture governing the notes will be amended to provide
       that, if Bell Micro fails to commence, hold open and
       consummate an Eligible Tender Offer, Bell Micro will make
       a one-time special interest payment equal to 8.5% of the     
       outstanding principal amount of Notes to Holders of the
       Notes on the next interest payment date following the
       failure of Bell Micro to commence and hold open an
       Eligible Tender Offer.

   (4) No Second Consent Fee will be paid.

The tender offer referred to above is intended to qualify as an
Eligible Tender Offer as defined in the consent solicitation
statement.

The consummation of the tender offer is conditioned upon, among
other things, receipt of the consent of the holders of a majority
in aggregate principal amount of the subordinated notes to the
proposed waiver of default under and amendment to the indenture
governing the notes, availability of financing and other customary
closing conditions.  If any of the conditions are not satisfied,
Bell Micro is not obligated to accept for payment, purchase or pay
for, or may delay the acceptance for payment of, any tendered
Notes, and may terminate the tender offer.

Credit Suisse will act as the Dealer Manager for the tender offer
for the Notes.  Questions regarding the tender offer may be
directed to:

      Credit Suisse
      Tel: (800) 820-1653 (toll-free)
           (212) 325-7596

Global Bondholder Services Corporation will act as the Information
Agent for the tender offer for the subordinated notes.  Requests
for documents related to the tender offers may be directed to:

      Global Bondholder Services Corporation
      Information Agent
      Tel: (866) 736-2200 (toll free)
           (212) 430-3774

                    About Bell Microproducts

Bell Microproducts Inc. (Nasdaq: BELM) --
http://www.bellmicro.com/-- is an international, value-added  
distributor of high-tech products, solutions and services,
including storage systems, servers, software, computer components
and peripherals, as well as maintenance and professional services.  
Bell is a Fortune 1000 company that has operations in Argentina,
Brazil, Chile and Mexico.

                        *    *    *

As reported in the Troubled Company Reporter on Nov. 22, 2006,
Bell Microproducts, Inc., received a Nasdaq Staff Determination
notice stating that the company is not in compliance with the
filing requirements for continued listing as set forth in Nasdaq
Marketplace Rule 4310(c)(14).  

The company has also received notices of default from Wells Fargo
Bank, N.A., with respect to its 3-3/4% Convertible Subordinated
Notes due 2024 and its 3-3/4% Convertible Subordinated Notes,
Series B due 2024 because of the delay in filing its Form 10-Q for
the period ended Sept. 30, 2006.  Wells Fargo serves as the
trustee for the holders of the Notes.  


CALPINE CORP: Wants Court to OK Use of $258-Mil. Cash Collateral
----------------------------------------------------------------
Calpine Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to approve an Agreed
Order allowing for the use of $258 million of cash collateral to
provide for the immediate and future transfer of Project
Intercompany Loans, with the provision of additional security to
CalGen's noteholders.

The Debtors also ask the Court to approve the Agreed Order to
their use unrestricted cash to make payments to Calpine's
Unofficial Committee of Second Lien Debtholders of $100,262,269 in
four equal installments of $25,065,567.

               Debtors Seek to Transfer $258-Mil.

The Debtors have previously asked Wilmington Trust Company, as
collateral agent of the Collateral Trust and Intercreditor
Agreement, dated March 23, 2004, to transfer in accordance with
the terms of the Cash Collateral Order, $258,000,000 of Excess
Cash Flow to Calpine Corporation for purposes of an intercompany
loan.

The Collateral Agent disagreed with the Debtors' interpretation
of the Cash Collateral Order's authorization of the transfers,
and indicated that it would not grant Calpine Corp.'s transfer
request.  

Through extensive negotiations to resolve the dispute, the
Debtors; HSBC Bank USA, National Association, the successor
indenture trustee to Wilmington Trust; Manufacturers Traders &
Trust Company, successor indenture trustee to Wilmington; The
Bank of Nova Scotia as Administrative Agent; and Morgan Stanley
Senior Funding, Inc., as Administrative Agent, agreed to an order
providing for the immediate and future transfer of Project
Intercompany Loans, with the provision of additional security to
CalGen's noteholders.

The salient terms of the Agreed Order are:

   (1) The Collateral Agent will honor the transfer request for
       $258,000,000 immediately after the Court signs the Agreed
       Order.  All future transfer requests or similar documents
       provided to the CalGen Parties with respect to Excess Cash
       Flow will also be honored after receipt, provided that at
       the time of request, the Debtors are in compliance with:

         -- their adequate protection obligations under the
            Agreed Order and the Cash Collateral Order; and

         -- certain provisions of the CalGen Indentures.  

   (2) The proceeds from the sale of the assets of Goldendale
       Energy Center, LLC, will be included in future transfer
       requests; however, the proceeds of any other "Asset Sale"
       will not be included in future transfer requests absent
       further Court order.

   (3) As adequate protection to the CalGen Noteholders for any
       transfer of Excess Cash Flow to Calpine Corp., and the
       unlimited use of the cash by Calpine Corp. or any of its
       subsidiaries, CalGen will have:

          * a valid, enforceable, fully perfected first priority
            lien on the Excess Cash Flow transferred to the
            extent the Excess Cash Flow remains in a separate
            segregated account maintained by the Calpine
            Transferee;

          * an allowed claim against each of the Debtors under
            Sections 364(c)(1) and 507(b) of the Bankruptcy Code;
            and

          * a valid, enforceable, fully-perfected, silent, junior
            lien on all assets of each of the Debtors under
            Sections 364(c)(2) and 364(c)(3) securing the CalGen
            Reimbursement Claims.  

   (4) The liens that were granted to the CalGen Noteholders
       under the Project Loan Documents will attach to the CalGen
       Replacement Liens and CalGen Reimbursement Claims without
       the need for any further or perfection.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
contends that the Agreed Order is necessary for the Debtors to
access significant sums of Excess Cash Flow at CalGen for the
purpose of maintaining Calpine Corp.'s liquidity and satisfying
its working capital and operational needs.  

             Debtors Want to Pay Second Lien Holders

The Debtors, the Official Committee of Unsecured Creditors and
the Unofficial Committee of Second Lien Debtholders of Calpine
have until Dec. 31, 2006, to agree on future adequate protection
payments to the Calpine Second Lien Holders.

Accordingly, the parties, including the Official Committee of
Equity Security Holders, agreed that:

   (a) The Debtors will not be required to draw on the
       $1,000,000,000 revolving credit facility to make adequate
       protection payments to the Calpine Second Lien Holders but
       will be required to use their unrestricted cash to make
       payments, subject to a $10,000,000 cushion.  Provided
       there has been no default or event of default under the
       DIP Facility and subject to the Net Corporate Liquidity
       Requirement, the Debtors will pay the Calpine Second Lien
       Holders $100,262,269 in four equal installments of
       $25,065,567 each on:

          * March 31, 2007,
          * June 30, 2007,
          * Sept. 30, 2007, and
          * Dec. 31, 2007.

       To the extent that any Quarterly Payment is not paid in
       full on account of the Net Corporate Liquidity
       Requirements, the unpaid balance will carry over and be
       added to the next Quarterly Payment.

   (b) The Debtors will also make payments to the Calpine
       Second Lien Holders on these dates:

             Payment Date               Amounts
             ------------               -------
             Jan. 15, 2007            $88,250,000
             June 1, 2007             $19,750,000
             July 15,2007             $88,250,000
             Dec. 1,2007              $19,750,000

       If the Debtors fail to make a 2007 Adequate Protection
       Payment in full on account of the Net Corporate Liquidity
       Requirement, the unpaid balance will carry over and be
       added to the next 2007 Adequate Protection Payment.

   (c) In exchange for the payments, the Calpine Second Lien
       Holders will waive certain claims for or entitlement to
       default interest or interest on interest.  If the adequate
       protection payments to the Calpine Second Lien Holders are
       ultimately recharacterized as a payment of principal, the
       Calpine Second Lien Holders agree to waive any claim for
       or entitlement to any make-whole amount or any prepayment
       penalty as to the portion of the recharacterized payments.  

   (d) If the Debtors fail to pay the 2006 Adequate Protection
       Amount or 2007 Adequate Protection Amount by when due, the
       Second Lien Committee may terminate their adequate
       protection arrangement under the Cash Collateral Order
       after giving five business days' advanced notice to the
       Debtors, and the Creditors and Equity Committees.  

   (e) The effectiveness of the Agreed Order is subject to the
       Debtors' obtaining the consent of lenders under the DIP
       Facility.  Prior to any effectiveness, the parties reserve
       their rights to confirm the calculations used to derive
       the amounts of the adequate protection payments
       contemplated by the Agreed Order.

                       About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation
(OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies      
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S. states
and in three Canadian provinces.  Its customized products and
services include wholesale and retail electricity, gas turbine
components and services, energy management and a wide range of
power plant engineering, construction and maintenance and
operational services.

The company previously produced a portion of its fuel consumption
requirements from its own natural gas reserves. However, in July
2005, the company sold substantially all of its remaining domestic
oil and gas assets to Rosetta Resources Inc.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or      
215/945-7000)


CALPINE CORP: Goldendale Facility Auction Scheduled on February 5
-----------------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York approved bidding procedures that
will govern the sale of Calpine Corp. and its debtor-affiliates'
Goldendale Facility located in south-central Washington.  An
auction will be held on Feb. 5, 2007, at the offices of Kirkland &
Ellis LLP, at the Citigroup Center, 153 East 53rd Street, in New
York.

A hearing to consider the sale of the Goldendale Facility is
scheduled for Feb. 7, 2007 at 10:00 a.m.

Any counterparty to an Assigned Contract that wishes to obtain
adequate assurance information regarding other bidders that will
or may participate at the Auction must notify Debtors Goldendale
Energy Center, LLC, in writing, on or before Jan. 15, 2007, at:

     c/o Kelly K. Frazier
     Kirkland & Ellis LLP
     777 South Figueroa Street
     Los Angeles, CA 90017

If a counterparty to an Assigned Contract does not properly
object to the applicable Cure Amounts and adequate assurance of
future performance by Puget Sound Energy, Inc., on or before
Jan. 29, 2007, the Court will deem the actual Cure Amount
payable and forever bar the counterparty from objecting to
adequate assurance of future performance from PSE or any other
successful bidder.

A counterparty to an Assigned Contract that timely submits a
Request for Adequate Assurance will have until 5:00 p.m. on
Feb. 2, 2007, by which to file an objection to adequate
assurance of future performance by other bidders.  

                       About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation
(OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies      
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S. states
and in three Canadian provinces.  Its customized products and
services include wholesale and retail electricity, gas turbine
components and services, energy management and a wide range of
power plant engineering, construction and maintenance and
operational services.

The company previously produced a portion of its fuel consumption
requirements from its own natural gas reserves. However, in July
2005, the company sold substantially all of its remaining domestic
oil and gas assets to Rosetta Resources Inc.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or      
215/945-7000)


CALPINE CORP: Wants to Effectuate CDN$660MM Greenfield Financing
----------------------------------------------------------------
Calpine Corp. and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Southern District of New York to:

   (a) take all actions and execute all documents necessary to
       effectuate a Greenfield Financing Transaction, and other
       related transactions with respect to the Greenfield
       Partnership;

   (b) permit Greenfield Commercial Trust to establish a new,
       wholly owned subsidiary and transfer its 49.995% limited
       partner interest in the Greenfield Partnership to the
       newly created subsidiary; and

   (c) assume, amend, and assign or otherwise transfer to the
       Greenfield Partnership the Siemens Agreement whether
       directly or through a series of transactions with Debtor
       and non-Debtor subsidiaries of Calpine Corporation.

            Debtors Enter into Additional Financing

In July 2006, the Debtors caused non-debtor Blue Spruce Energy
Center, LLC, to transfer three Siemens Westinghouse generators
and other equipment to Greenfield Energy Centre, LP.

In August 2006, the Court authorized the Debtors to make capital
contributions of up to $45,000,000 to Greenfield Energy Centre,
LP, during the remainder of 2006 or risk the dilution of Calpine
Corporation's 50% ownership interest in the Greenfield Facility.

After several months of negotiations, the Greenfield Partnership
-- Canadian debtor Calpine Energy Services Canada, Ltd., and MIT
Power Canada Investment, Inc., a subsidiary of Mitsui & Co.,  
Ltd. -- entered into a financing transaction with the Bank of
Montreal and the Bank of Tokyo-Mitsubishi UFJ, Ltd.

The Greenfield Financing Transaction contemplates:
  
   (1) a non-recourse term loan for up to CDN$565,000,000,
   
   (2) the issuance of a CDN$50,250,000 letter of credit to
       secure the Greenfield Partnership's obligations under the
       Ontario Power Authority power purchase agreement, and

   (3) a CDN$45,000,000 working capital facility for collateral
       needs to buy fuel for the Greenfield Plant and general
       working capital needs.

David R. Seligman, Esq., at Kirkland & Ellis LLP, in New York,
said the amended Siemens Agreement would increase the contract
liability cap and provide for liquidated damages payable by
Siemens Power Generation, Inc., in case of a delay in performance
testing.  To prevent dilution of its ownership interests in the
Greenfield Partnership below 50%, Calpine Corp. is obligated to
assign or transfer the Siemens Agreement, as amended, to the
Greenfield Partnership.

To effectuate the Greenfield Financial Transaction, the Lenders
sought ratification of prepetition transfer of Calpine Corp.'s
equipment to the Greenfield Partnership.

Hence, the Debtors also asked the Court to ratify prepetition
transfers of certain equipment and related assets from Calpine
Corp. to the Greenfield Partnership.  

"The Greenfield Financing Transaction will provide the additional
non-recourse financing necessary to complete construction of the
Greenfield Plant . . . Moreover, the Greenfield Financing
Transaction does not require any cash infusions from the
Debtors," Mr. Seligman asserted.

Mr. Seligman adds that establishing a new, wholly owned
subsidiary transferring Greenfield Commercial Trust's ownership
interest in the Greenfield Partnership would provide tax
advantages relating that would not otherwise be available.  The
transaction likely would increase the overall value of Calpine's
ownership interest in the Greenfield Plant for the benefit of the
Debtors and their estates," Mr. Seligman said.

                       About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation
(OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies      
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S. states
and in three Canadian provinces.  Its customized products and
services include wholesale and retail electricity, gas turbine
components and services, energy management and a wide range of
power plant engineering, construction and maintenance and
operational services.

The company previously produced a portion of its fuel consumption
requirements from its own natural gas reserves. However, in July
2005, the company sold substantially all of its remaining domestic
oil and gas assets to Rosetta Resources Inc.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or      
215/945-7000)


CAMPUS CREST: Case Summary & Five Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Campus Crest Properties, LLC
        6902 Ford Drive Northwest
        Gig Harbor, WA 98335

Bankruptcy Case No.: 06-14451

Chapter 11 Petition Date: December 14, 2006

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: James L. Day, Esq.
                  Bush Strout & Kornfeld
                  601 Union Street, Suite 5500
                  Seattle, WA 98101-2373
                  Tel: (206) 292-2110
                  Fax: (206) 292-2104

Total Assets: $10,831,873

Total Debts:   $9,114,627

Debtor's Five Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Corr Cronin Michelson et al.                $24,300
1001 4th Avenue, Suite 3900
Seattle, WA 98154-1051

Jaeger Engineering                          $11,340
9419 South 204 Place
Kent, WA 98031

Centre Point Surveying, Inc. P.S.            $3,534
P.O. Box 4416
Federal Way, WA 98063-4416

Pacific Mobile Structures                      $340
P.O. Box 1404
Chehalis, WA 98532-0350

National Construction Rentals                  $176
P.O. Box 4503
Pacoima, CA 91333-4503


CAPITAL AUTO: DBRS Places $15-Million Class D Notes' Rating at BB
-----------------------------------------------------------------
Dominion Bond Rating Service finalized the ratings of the Capital
Auto Receivables Asset Trust 2006-2 transaction as noted below.

Assigned ratings to Class D notes.

   -- $750,000,000 Asset Backed Notes, Class A-1 rated at R-1
     (high)

   -- $350,000,000 Asset Backed Notes, Class A-2a rated at AAA

   -- $698,000,000 Asset Backed Notes, Class A-2b rated at AAA

   -- $400,000,000 Asset Backed Notes, Class A-3a rated at AAA

   -- $617,690,000 Asset Backed Notes, Class A-3b rated at AAA
   
   -- $102,224,000 Asset Backed Notes, Class B rated at A (high)

   -- $57,125,000 Asset Backed Notes, Class C rated at BBB

   -- $15,033,000 Asset Backed Notes, Class D rated at BB

The ratings reflect the ability of the credit enhancement within
the transaction structure to withstand significant stresses
relative to base case losses and prepayment speeds, as appropriate
for the rating category.

The ratings on the notes do not address the likelihood or
frequency of prepayments on the underlying loans or the
possibility that a holder of the notes might realize a lower than
anticipated yield.


CENTRAL VERMONT: VPS Board Approves 4.07% Rate Increase
-------------------------------------------------------
Central Vermont Public Service disclosed that the Vermont Public
Service Board has approved a 4.07% rate increase for the company's
customers, effective for service rendered January 1.

"Even with the increase, we believe CVPS will have the lowest
rates of any major utility in New England," Bob Young, president,
said.

The bill of a residential customer using 500 kilowatt-hours per
month will increase from $68.01 to $70.78.  The same customer
would pay up to $106.90 elsewhere in New England, the company also
disclosed.

As reported in the Troubled Company Reporter on Nov. 14, 2006 CVPS
and the Vermont Department of Public Service filed an agreement
with the Vermont Public Service Board to recover incremental
replacement power costs associated with a scheduled Vermont Yankee
refueling outage in 2005.

A full text-copy of the Public Service Borad order may be viewed
at no charge at http://ResearchArchives.com/t/s?1700

Founded in 1929, Central Vermont Public Service (NYSE: CV) is
Vermont's largest electric utility.  Central Vermont's non-
regulated subsidiary, Eversant Corporation, sells and rents
electric water heaters through a subsidiary, SmartEnergy Water
Heating Services.

Deloitte & Touche LLP in Boston, Massachusetts, issued an adverse
opinion on the effectiveness of Central Vermont Public Service
Corporation's internal control over financial reporting because of
material weaknesses.

                           *     *     *

As reported in the Troubled Company reporter on Aug. 4, 2006,
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating and 'BBB' senior secured bond rating on electric
utility Central Vermont Public Service Corp.  At the same time,
the preferred stock rating was lowered to 'B+' from 'BB-'.  The
outlook is stable.


CLIENTLOGIC CORP: Revised Merger Plan Cues Moody's Rating Review
----------------------------------------------------------------
Moody's Investors Service placed ClientLogic Corporation's B3
corporate family rating on review for possible upgrade after the
company's disclosure of its revised plan to merge with Sitel
Corporation and Sitel's recent return to filing timely financial
statements with the SEC.

As part of its review, Moody's will focus on resolution of the
company's merger plan, including the combined firm's prospective
capitalization, client contract performance, expense reduction,
and free cash flow.

Under the terms of the proposed merger, a newly formed subsidiary
of ClientLogic will merge with SITEL and pay $4.25 per share in
cash for all of the outstanding common stock of SITEL.  The
transaction, which ClientLogic expects to be completed in the
first quarter of 2007, is subject to customary closing conditions,
including shareholder approval and regulatory clearances.

In connection with the proposed merger, SITEL has set
Jan. 12, 2007 as the date of its 2006 Annual Meeting of
Stockholders at which SITEL will seek, among other things,
stockholder approval of the merger.

Headquartered in Nashville, Tennessee, ClientLogic Corporation
provides outsourced call center services worldwide.


CONTINENTAL AIRLINES: Schedules $292-Mil. 4th Qtr. Debt Payments
----------------------------------------------------------------
Continental Airlines Inc. disclosed that its scheduled debt and
capital lease principal payments for the fourth quarter 2006 are
estimated to be approximately $292 million.

The company also disclosed that it had hedged, as of December 11,
approximately 36% of its projected fuel requirements for the
fourth quarter, using petroleum swap contracts, with a weighted
average price of $72.36 per barrel, and another 3% with zero cost
collars on jet fuel.  The company had also hedged about 18% of its
projected fuel requirements for the first quarter 2007, using
petroleum swap contracts with a weighted average price of $67.46,
and another 8% with zero cost collars on heating oil.

                      Fourth Quarter Outlook

The company expects to record income of approximately $26 million
for the full year 2006 related to the tax sharing agreement with
ExpressJet.

Pension plans contributions of the company totaled $246 million
and estimates its non-cash pension expense will be approximately
$159 million for calendar year 2006, which excludes year-to-date
settlement charges of $37 million related to lump-sum
distributions from the pilot's frozen defined benefit plan.

The company also expects to record stock option expense of
$6 million for the fourth quarter and $26 million for the full
year 2006.

Cargo, mail and other revenue is estimated by the company to be
between $280 million and $290 million for the fourth quarter 2006.

The company further disclosed that it anticipates ending the year
2006 with an unrestricted cash and short-term investments balance
of between $2.4 and $2.5 billion.

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
3,200 daily departures throughout the Americas, Europe and Asia,
serving 154 domestic and 138 international destinations.  More
than 400 additional points are served via SkyTeam alliance
airlines.  With more than 43,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 61 million passengers
per year.  Continental consistently earns awards and critical
acclaim for both its operation and its corporate culture.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2006
Moody's Investors Service assigned ratings of Caa1, LDG5-75% to
the $200 million of senior unsecured notes issued by Continental
Airlines Inc.'s.  Moody's affirmed the B3 corporate family rating.  
The outlook is stable.

As reported in the Troubled Company Reporter on Oct. 23, 2006,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' long-term and 'B-3' short-term corporate credit ratings,
on Continental Airlines Inc.  The outlook is revised to stable
from negative.  Continental has about $17 billion of debt and
leases.

At the same time, Fitch Ratings has upgraded Continental Airlines
Inc.'s Issuer Default Rating to 'B-' from 'CCC' and Senior
Unsecured Debt to 'CCC/RR6' from 'CC/RR6'.  Rating outlook was
stable.


COUDERT BROTHERS: Seeks Extension of Excl. Plan-Filing Period
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing at 10:00 a.m., on Dec. 20, 2006, to
consider Coudert Brothers LLP's request to extend its exclusive
periods to file a Plan of Reorganization and solicit acceptances
of that Plan.

The Debtor wants the Court to extend until May 20, 2007, its
exclusive plan-filing period; and until July 19, 2007, its period
to solicit plan acceptances.

Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, tells the
Court that the Debtor's prepetition status as a multi-national law
firm creates numerous unique complexities that must be confronted
prior to creation a plan of liquidation.  These include:

     a) determining the proper procedures for destruction or on-
        going retention of years of client's legal records and
        documents in storage;

     b) developing procedures to notify Coudert's previous clients  
        of its pending liquidation and disposition of client
        files;

     c) preparing for and litigating malpractice suits currently
        pending against Coudert in other courts around the
        country;
  
     d) litigating in foreign jurisdictions to reclaim assets that
        were wrongfully removed or converted from the estate; and

     e) liquidating any remaining receivables and assets located
        in both domestic and foreign jurisdictions.

The Debtor argues that the sheer scope of these pending collection
and malpractice actions, as well as the inherent delay in
prosecuting and defending them in various forums, warrant the
extension of the exclusive periods.

Coudert Brothers LLP was an international law firm specializing
in complex cross border transactions and dispute resolution.
The Debtor filed for Chapter 11 protection on Sept. 22, 2006
(Bankr. S.D.N.Y. Case No. 06-12226).  John E. Jureller, Jr.,
Esq., and Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP,
represents the Debtor in its restructuring efforts.  In its
schedules of assets and debts, Coudert listed total assets of
US$29,968,033 and total debts of US$18,261,380.  The Debtor's
exclusive period to file a chapter 11 plan expires on Jan. 20,
2007.  The firm had operations in Australia and China.


CROWN CASTLE: Moody's Withdraws Ratings Following Debt Repayment
----------------------------------------------------------------
Moody's Investors Service withdrew all ratings of Crown Castle
Operating Company as all rated debt has been repaid with proceeds
from its $1.55 billion offering of senior secured tower revenue
notes.

Outlook Actions:

   * Issuer: Crown Castle Operating Company

      -- Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

   * Issuer: Crown Castle Operating Company

      -- Speculative Grade Liquidity Rating, Withdrawn,
         previously rated SGL-2

      -- Corporate Family Rating, Withdrawn, previously rated B1

Based in Houston, Crown Castle Operating Company owns and
operators communication towers and is a subsidiary of Crown Castle
International Corp.


CSC HOLDINGS: 6-3/4% Notes' Exchange Offer Extended Until Jan. 16
-----------------------------------------------------------------
CSC Holdings Inc. will extend until Jan. 16, 2007, at 5:00 p.m.,
(New York City time) its offer to exchange up to $500 million
aggregate principal amount of its 6-3/4% Senior Notes due 2012,
which were initially issued and sold in a private placement in
April 2004, for an equal aggregate amount of its registered 6-3/4%
Series B Senior Notes due 2012.

Prior to this extension, the exchange offer was scheduled to
expire at 5:00 p.m., New York City time, on Dec. 15, 2006.  As of
Dec. 12, 2006, $395,770,000 of the old notes had been tendered for
exchange.

Except for the extension of the expiration date, all of the other
terms of the exchange offer remain as set forth in the exchange
offer prospectus dated July 18, 2006.

Headquartered in New York, CSC Holdings Inc. is a subsidiary of
Cablevision Systems Corporation is a domestic cable multiple
system operator serving more than 3 million subscribers in and
around the metropolitan New York area.

                        *     *     *

Moody's Investors Service placed ratings on CSC Holdings Inc.'s  
Senior Secured Bank Credit Facility, currently at Ba2 and Senior
Unsecured Regular Bond/Debenture, currently at B2, on review for
downgrade following the Dolan family's announcement of a proposal
to acquire Cablevision.


DOLLAR GENERAL: Posts $5.285MM Net Loss in Quarter Ended Nov. 3
---------------------------------------------------------------
Dollar General Corporation reported a $5.285 million net loss for
the third fiscal quarter ended Nov. 3, 2006, after recognizing
pre-tax costs and charges in the quarter of approximately
$79.2 million relating to the elimination of its pack-away
inventory model and planned store closings.  Net income for the
prior year quarter ended Oct. 28, 2005, was $64.425 million.

Net sales for the fiscal 2006 third quarter were $2.21 billion, a
7.6% increase over net sales of $2.06 billion for the fiscal
2005 third quarter.  The sales increase is largely attributable to
increased sales of highly consumables and, to a lesser extent,
increased sales of seasonal merchandise.  It includes the sales
from 430 net new stores and a same-store sales increase of 2%.

As a percentage of sales, gross profit for the fiscal 2006 third
quarter was 23.8% compared with 28.1% for the fiscal 2005 third
quarter.  Gross profit was reduced in the 2006 third quarter by
below-cost inventory adjustments of approximately $63.5 million
relating to the company's recent decision to eliminate pack-away
inventory by the end of fiscal 2007 and $7.8 million relating to
inventory in stores the company plans to close, outside of the
ordinary course of business, in 2007.

The amount of the below-cost inventory adjustments is based on
management's assumptions regarding the timing and adequacy of
markdowns and the final adjustment may vary materially from the
amount recorded depending on various factors, including timing of
the plan's execution, the accuracy of assumptions used by
management in developing these estimates, and retail market
conditions.

In addition to these charges, the gross profit rate was negatively
impacted by a greater sales mix of lower-margin merchandise, a
decrease in markups on purchases, more promotional markdowns, and
higher inventory shrink.

Selling, general, and administrative expenses were 23.6% of sales
in the third quarter of fiscal 2006 versus 23.2% of sales in the
fiscal 2005 third quarter.  The increase in SG&A reflects
impairment charges on leasehold improvements and fixtures of
approximately $8 million relating to planned store closings
outside of the ordinary course of business.  

Other expenses contributing to the increase in SG&A (as a percent
of sales) were store labor due to additional labor associated with
various store initiatives, store occupancy costs due primarily to
higher store rental rates, and administrative salaries, resulting
from additions to the company's leadership and the reorganization
of the merchandising and real estate teams, as well as the
expensing of stock options.  These increases were partially offset
by proceeds of $7.9 million related to the final settlement of the
company's Hurricane Katrina insurance claim.

Interest expense, net of interest income, for the fiscal 2006
third quarter increased $6.4 million over the prior year quarter
due to higher net borrowings and an increase in income tax-related
interest of $3.2 million.

The increase in tax-related interest expense is due in part to
reductions in interest expense in the prior year period pertaining
to the resolution of certain income tax-related contingencies.

For the 39-week year-to-date period, net income was $87.9 million
compared with $204.9 million in the comparable fiscal 2005 period.
Year-to-date net sales increased 8.4% including a same-store sales
increase of 2.3%.

The company's gross profit rate to sales was 26% in the 2006 year-
to-date period compared with 28.4% in the 2005 year-to-date
period.  In addition to the below-cost inventory adjustments, the
decrease in the gross profit rate was impacted by lower markups on
purchases during the period, increased promotional markdowns, a
higher sales mix of lower-margin merchandise, higher inventory
shrink, and higher transportation expenses primarily attributable
to increased fuel costs.  These factors were partially offset by
higher average markups on beginning inventory in the 2006 period
as compared with the 2005 period.

Year-to-date, the company's inventory shrink rate was 3.38% in
2006 compared with 3.20% in 2005.

SG&A for the fiscal 2006 year-to-date period was 23.5% of sales
compared with 23% in 2005.  In addition to the $8 million of asset
impairment charges, SG&A was impacted by increased advertising,
store occupancy costs, and administrative salaries.  These
increases were partially offset by proceeds of $13 million related
to the settlement of hurricane-related insurance claims.

The Company's effective income tax rate for the fiscal 2006 39-
week period was 38.6% compared with 35.5% in the 2005 period.  The
increase in the effective income tax rate is a result of:

   -- a tax law change in the 2006 period that reduced previously
      recorded deferred tax assets related to the company's
      operations in the state of Texas,

   -- the non-recurrence in the 2006 period of benefits realized
      in the 2005 period related to an internal corporate
      restructuring,

   -- an increase in a deferred tax valuation allowance in the
      2006 period due to revised estimates regarding the company's
      ability to utilize certain state income tax credit carry
      forwards prior to their expiration, and

   -- a reduction in income tax reserves in the 2005 period (due
      principally to the expiration of the statute of limitations)
      that did not reoccur in the 2006 period.

                             Inventory

The Company's inventory balance, after the $71.2 million below-
cost markdowns, increased 6.4% in total and was flat on a per
square footage basis as compared to the prior year third quarter.

The Company made substantial progress in its efforts to sell
through the higher than anticipated level of highly consumable
promotional inventory held at the end of the company's 2006 second
fiscal quarter.

With regard to the current holiday season, the company has taken
measures to ensure that its stores are better prepared and
seasonal inventories are better managed than in the prior year.

Holiday-related sales to date, which reflect the results of a
holiday circular, are positive, although the company's outlook
remains cautious in the highly competitive retail environment.

At Nov. 3, 2006, the company's balance sheet showed $3.206 billion
in total assets, $1.503 billion in total liabilities, and
$1.703 billion in total stockholders' equity.

Full-text copies of the company's third fiscal quarter financials
are available for free at http://ResearchArchives.com/t/s?171b

Goodlettsville, Tenn.-based Dollar General Corp. (NYSE: DG) --
http://www.dollargeneral.com/-- is a Fortune 500(R) discount  
retailer with 8,276 neighborhood stores as of Nov. 24, 2006.  
Dollar General stores offer convenience and value to customers by
offering consumable basic items that are frequently used and
replenished, such as food, snacks, health and beauty aids, and
cleaning supplies, as well as a selection of basic apparel, house
wares, and seasonal items at everyday low prices.

                           *     *     *

Moody's Investors Service confirmed Dollar General Corp.'s Ba1
corporate family rating and downgraded its Ba1 rating on the
company's $200 million 8-5/8% senior unsecured notes to Ba2 in
connection with the rating agency's implementation of its new
Probability-of-Default and Loss-Given-Default rating methodology.


DURA AUTOMOTIVE: Eight Vendors Want to Reclaim Prepetition Goods
----------------------------------------------------------------
Eight vendors ask DURA Automotive Systems Inc., pursuant to
Sections 503 and 546 of the Bankruptcy Code and applicable non-
bankruptcy law, to return certain goods that are subject to
reclamation:

       Vendor                          Value of Goods
       ------                          --------------
   Freedom Technologies Corp.             $164,576

   S&S Porcelain Metals, LLC               144,449

   Dexon Computer, Inc.                     23,930

   Sharon Tube Company                      40,148

   Metco Industries, Inc.                   54,065

   Steadfast Engineered Products, LLC       15,531

   ACK Controls Inc.                       169,260

   Supreme Machined Products Co., Inc.
     of Spring Lake, Michigan               23,391

The Vendors inform the Honorable Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware that the reclaimed
goods were sold in the ordinary course of their businesses and
delivered to the Debtors during the 45 days before they filed for
bankruptcy.  The Vendors believe that the Debtors were insolvent
at the time that they received the goods.

Steadfast Engineered Products requests for an inventory of the
goods it delivered to the Debtors.

Rochester Hills, Mich.-based DURA Automotive Systems, Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent  
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ENERSIS SA: Moody's Lifts Sr. Debt Ratings to Baa3 from Ba1
-----------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured debt
ratings of Enersis S.A., and Empresa Nacional de Electricidad,
S.A. to Baa3 from Ba1 with a stable outlook.

The rating action is prompted by a number of credit
considerations.

The financial performance of both Enersis and Endesa Chile has
improved markedly over the last two years as a result of
improvements in the regulatory framework and increased demand for
electricity in the countries in which the companies operate:
Chile, Colombia, Peru, Brazil and Argentina.

Moody's notes that cash flow from operations to debt improved from
14.8% in 2004 to 22.4% in 2005 and 28.8% for the last twelve
months as of September, 2006 for Enersis and from 9.8% in 2004 to
15.4% in 2005 and 18% for the last twelve months as of September,
2006 for Endesa Chile.

At the same time Debt to EBITDA decreased from 3.5 times in 2004
to 2.9x in 2005 and 1.7x for the last twelve months as of
September, 2006 for Enersis and from 4.2 times in 2004 to 3.4x in
2005 and 2.4x for the last twelve months as of September 2006 for
Endesa Chile.  

In addition to improvements in financial performance, the two
companies have improved their liquidity through recent executions
of favorable bank facilities.

Amendments to the Electricity Law have established more favorable
operating conditions in Chile for the electricity sector.

The Short Law 1 provides more clarity with respect to the sharing
of transmission costs between generation companies and end-users
and tightens the node price band to within 5% of average
unregulated long term contracts thereby more closely linking
regulated and unregulated power prices.

It also establishes a Board of Experts to help arbitrate conflicts
within the Chilean electric industry.  The Short Law 2 relaxed the
six-month node price adjustment model by allowing higher node
price resets during periods when average unregulated long term
contract prices and the theoretical cost of the system diverges
more than 30% as it has since the Argentine natural gas delivery
restrictions were put into place.  

The Short Law 2 also allows generation companies to sign long term
contracts with distribution companies for up to 15 years beginning
in 2008/2010 at a fixed price up to 30% above the current node
prices.  Short Laws 1 and 2 have created structural changes in
Chile's electricity model that directly benefit Enersis and Endesa
as the largest participants in the Chilean electricity market.

In addition to the structural changes in the regulatory framework,
Chile and the countries in which Enersis and Endesa Chile operate
have experienced stronger demand electricity demand growth since
2003 averaging about 5% among Chile, Argentina, Brazil, Colombia
and Peru, with the strongest demand growth in Chile at almost 8%
in 2005.

This growth in demand reflects continuing macroeconomic
improvements in the five countries in which Enersis and Endesa
Chile operate.  Notably, Chile's government bond ratings were
upgraded recently to A1 and A2 while Brazil's government rating
was upgraded to Ba2 and the outlook for Peru's government ratings
-- Ba3 and Baa3 have been changed to positive.

With total installed capacity of 12,228 MW and over 11 million
distribution customers in the five countries in which Enersis and
Endesa Chile operate, both companies stand to benefit from
continuing improvements in the regional economies.

The ratings upgrades are also acknowledge improvements in the
management of the liquidity position of both companies including
sufficient protection from fluctuations in funding availability
due to market conditions.  Both companies have executed similar
committed credit facilities with favorable terms.  The bank
facilities are three year revolvers that are not subject to any
material adverse effect clauses.  Any draws on the facilities can
be repaid at facility maturity.

Moody's assignment of investment grade ratings assumes that future
liquidity facilities will also not be subject to MAE clauses and
will continue to provide financial flexibility consistent with
other investment grade companies globally.

Based in Santiago, Chile, Enersis is owned 61% by Endesa Spain,
one of the largest integrated Spanish utilities in the world.
Endesa Chile, the largest electric generation company in Chile, is
owned 60% by Enersis.


ENTERGY NEW ORLEANS: Panel Asserts Illegal Postpetition Payments
----------------------------------------------------------------
The Official Committee of Unsecured Creditors alleges that
Entergy New Orleans, Inc., made certain unauthorized postpetition
payments to Entergy Power, Inc., Entergy Gulf States, Inc.,
Entergy Arkansas, Inc., and System Energy Resources, Inc., on
account of alleged prepetition obligations to the Entergy
Affiliates.

The unauthorized payments are:

   Affiliate            Payment Date       Amount
   ---------            ------------       ------
   Entergy Arkansas      09/29/2005      $2,575,295
                         10/24/2005       2,593,303
                         11/16/2005       1,652,584
                                        -----------
                                         $6,821,182

   Entergy Gulf States   09/29/2005      $1,865,660
                         10/24/2005       1,900,441
                         11/16/2005       1,255,887
                                        -----------
                                         $5,021,988

   Entergy Power         09/29/2005        $724,908
                         10/24/2005         366,564
                                        -----------
                                         $1,091,471

   System Energy         10/24/2005      $6,174,219
                                        -----------
   Total Payments                       $19,108,860
                                        ===========

Philip K. Jones, at Liskow & Lewis, APLC, in New Orleans,
Louisiana, contends that the Affiliate Payments were unlawful
because they were never authorized by the Court and are also not
allowed under the Bankruptcy Code.  He relates that due to the
unauthorized payments ENOI suffered a needless insufficiency of
funds to pay its authorized costs and expenses during the
postpetition period.

Mr. Jones says that because of the Affiliate Payments, ENOI was
forced to borrow funds under its DIP financing agreement with
Entergy Corp., leading to ENOI's incurrence of additional interest
costs in favor of and payable to Entergy Corp.  According to the
Committee, the total interest costs is $1,019,196 through Oct. 26,
2006.

The Committee asserts that ENOI is entitled to judgment avoiding
the transfers pursuant to Section 549 of the Bankruptcy Code, and
that each of the Entergy Affiliates should return to ENOI the
principal amount of the Affiliate Payments.

Accordingly, the Committee asks the Court to rule in favor of ENOI
avoiding the Affiliate Payments.  The Committee further asks the
Court to direct the Entergy Affiliates to return to the bankruptcy
estate the principal amounts constituting the Affiliate Payments,
and to reimburse ENOI's bankruptcy estate for the precise amount
of interest incurred by ENOI to finance the unauthorized payments.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ENTERGY NEW: Judge LeMelle Refers Hibernia Action to Bankr. Court
-----------------------------------------------------------------
Capital One, N.A., formerly known as Hibernia National Bank, asked
Judge Brown for a declaratory judgment against Entergy New
Orleans, Inc.; Entergy Services, Inc.; and Entergy Corporation
that certain funds sent by ESI or Entergy Corp. to an ENOI account
were earmarked to cover the negative balance in the account and do
not constitute property of the estate, as published in the
Troubled Company Reporter on July 7, 2006.

District Judge Ivan L.R. LeMelle held that the civil action is
related to ENOI's Chapter 11 case pending before the U.S.
Bankruptcy Court for the Eastern District of Louisiana.  Pursuant
to 28 U.S.C. Section 1452, Judge LeMelle referred the civil action
to the Bankruptcy Court in November 2006.

Capital One amended the Complaint in August 2006 to drag four more
Entergy Corp. affiliates -- Entergy Arkansas, Inc.; Entergy
Mississippi, Inc.; Entergy Operations, Inc.; and System Energy
Resources, Inc.

Before the Debtor filed for bankruptcy, Capital One debited the
Debtor's Remittance Processing Center account for a $15,057,050
loan, resulting in a $13,623,873 negative account balance.  
Capital One decided to reverse the debit to the RPC account and
informed the Entergy Entities one day before ENOI's Petition Date.

In response to the negative balance in the RPC account, ESI sent
$13,548,000 that day to the Debtor's General Fund account to cover
the negative balance, resulting in the GF account containing
$13,604,271.

ESI and Entergy Corp. stated to Capital One that ESI sent the
funds only to cover the negative balance in the RPC account.  
Prior to that, Capital One assumed that ESI had decided for other
reasons to transfer ownership of the funds to ENOI.

Capital One has argued that if ESI or Entergy Corp. did not decide
to transfer ownership of the funds, the funds are not property of
the estate but are still subject to any and all rights that the
bank may have to them.

ESI and Entergy Corp. stated to Capital One that the bank is
responsible and liable to the Entergy Entities for ESI's sending
money to cover the negative balance in the RPC account despite the
bank's informing the Entities that the debit that caused the
negative balance was reversed.

Capital One, however, denied that it has liability to any of the
Entergy Entities with respect to the Disputed Funds in the RPC
account.

Entergy Corp. and five of its non-debtor affiliates asserted
counterclaims against Capital One.  In August 2006, the Entergy
Entities filed a complaint against Capital One before the Civil
District Court for the Parish of Orleans, State of Louisiana.  
The case was later transferred to the U.S. District Court for the
Eastern District of Louisiana in September.

The Entergy Entities have also filed proofs of claim in ENOI's
case for their pro rata portion of the Disputed Funds.

Thomas M. Flanagan, Esq., at Stanley, Flanagan & Reuter, LLC, in
New Orleans, Louisiana, represents the Entergy Entities in the
case.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FOAMEX INTERNATIONAL: Wants Plan Solicitation Procedures Amended
----------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates seek to
provide supplemental disclosure in their Second Amended Plan of
Reorganization and Disclosure Statement with regard to certain
Trading Restrictions.

To ensure full, fair and adequate disclosure of the possible
Trading Restrictions, the Debtors ask the U.S. Bankruptcy Court
for the District of Delaware to amend the Disclosure Statement and
Solicitation Procedures Order to:

   (a) authorize the distribution of the Supplemental
       Solicitation Packages, which includes the First
       Supplement to the Disclosure Statement, to holders of
       Interests in Class 9 -- Existing Preferred Stock, and
       Class 10 -- Existing Common Stock;

   (b) establish January 11, 2007, as the new deadline by which
       beneficial holders in Classes 9 and 10 must return the
       Beneficial Holder Ballot they received; and

   (c) establish January 18, 2007, as the new Voting Deadline for
       the Classes 9 and 10, and the new deadline for Classes 9
       and 10 to file objections to confirmation of the Second
       Amended Plan.

For them to have sufficient time to complete the solicitation of
votes from Classes 9 and 10, the Debtors also ask the Court to
adjourn the Confirmation Hearing to a date that is approximately
one week after January 18, 2007.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, points out that under the Disclosure
Statement and Solicitation Procedures Order, holders of Interests
in Classes 9 and 10 are afforded approximately five weeks to vote
to accept or reject the Second Amended Plan.  Interestholders in
Classes 9 and 10 will have approximately seven weeks to review and
contemplate the Second Amended Plant and approximately four weeks
to review the First Supplement Disclosure.

The Debtors further propose that all procedures under the
Disclosure Statement and Solicitation Procedures Order remain
unaffected, provided that any Class 9 or 10 Interestholder who
already voted before the transmission of the Supplemental
Solicitation Package but who does not submit a subsequent vote
before the Class 9 and 10 Voting Deadline should have their
original vote counted.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 35; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FOAMEX INT'L: U.S. Trustee Amends Creditors Panel Membership
------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
amends the membership of the Official Committee of Unsecured
Creditors in Foamex International Inc. and its debtor-affiliates'
chapter 11 cases, to reflect the resignation of J. Donald Hamilton
of Lyondell Chemical Corporation; Candida Wolfram of Shell
Chemical, LP; and Jack Howard of Steel Partners II, LP.

The Creditors Committee is now composed of:

   1. Stuart Kratter
      Bank of New York
      101 Barclay Street, 8W
      New York, New York 10286
      Tel: (212) 815-5466
      Fax: (212) 815-5131

   2. Dana Cann
      Financial Analyst
      Pension Benefit Guaranty Corporation
      1200 K. Street, NW-Ste 340
      Washington, DC 20005-4026
      Tel: (202) 326-4020x3062
      Fax: (202) 326-4112

   3. Mark E. Schwarz
      Newscastle Partners, LP
      300 Crescent Court, Ste. 1110
      Dallas, Texas 75201
      Tel: (214) 661-7474
      Fax: (214) 661-7475

   4. Donovan Williams
      439 Fairview Avenue
      Coventry, Rhode Island 02816
      Tel: (401) 615-2861

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 35; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FONIX CORP: Sells $1,038,750 9% Debentures to McCormack Avenue
--------------------------------------------------------------
Fonix Corporation entered into a securities purchase agreement
with McCormack Avenue Ltd. relating to the purchase and sale of
the company's Series E 9% Secured Subordinated Convertible
Debenture in the principal amount of $1,038,750.

Pursuant to the Agreement, McCormack paid the purchase price by
tendering outstanding promissory notes in the amounts of $300,000
and $350,000, together with combined interest thereon of $63,750,
and agreed that advances to the company in the amount of $325,000
will constitute part of the purchase price.

The Debenture is convertible into shares of the company's Class A
common stock.  McCormack agreed not to convert the Debenture to
the extent that it will cause McCormack to beneficially own in
excess of 4.999% of the then-outstanding shares of the company's
Class A common stock, except in the case of a merger by the
company or other organic change.

The company and McCormack also entered into a registration rights
agreement, pursuant to which the company agreed to file a
registration statement to register the resale by McCormack of up
to 300,000,000 shares of Fonix Class A common stock.

The company did not receive new capital in connection with the
issuance and sale of the Debenture.

The Debenture was sold without registration under the 1933 Act in
reliance on Section 4(2) of the 1933 Act.

A full text-copy of the Securities Purchase Agreement may be
viewed at no charge at http://ResearchArchives.com/t/s?170a

A full text-copy of the Series E 9% Secured Subordinated
Convertible Debenture may be viewed at no charge at
http://ResearchArchives.com/t/s?170b

A full text-copy of the Registration Rights Agreement may be
viewed at no charge at http://ResearchArchives.com/t/s?170c

Based in Salt Lake City, Utah, Fonix Corporation (OTCBB: FNIX)
-- http://www.fonix.com/-- is an innovative speech recognition  
and text-to-speech technology company that provides value-added
speech solutions through its wholly owned subsidiary, Fonix
Speech, Inc. Interactive speech technologies allow Fonix to
provide customers with comprehensive cost-effective solutions to
enhance and expand their communications needs.

Fonix Corporation's telecom subsidiaries, LTEL Holdings, Inc.,
LecStar DataNet, Inc., LecStar Telecom, Inc. and Fonix Telecom,
Inc. filed for bankruptcy protection on Oct. 2, 2006 in Delaware
pursuant to Chapter 7 under the U.S. Bankruptcy Code.  A trustee
has been appointed to liquidate the assets of those entities.

                       Going Concern Doubt

Hansen, Barnett & Maxwell, the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's balance sheet for the
year ending Dec. 31, 2005. The auditor pointed to the Company's
significant losses; negative cash flows from operating activities
for three years; and negative working capital.


FONIX CORP: Sells Series E 9% Debentures to Southridge Partners
---------------------------------------------------------------
Fonix Corporation entered into a securities purchase agreement
with Southridge Partners LP relating to the purchase and sale of
the company's Series E 9% secured subordinated convertible
debenture in the principal amount of $850,000.

Pursuant to the Agreement, Southridge paid the purchase price by
tendering a prior debenture in the aggregate amount of $640,713
and agreed that an advance to the company in the amount of $75,000
made in November 2006, would also constitute part of the purchase
price.  Southridge agreed to fund the remaining $134,286 upon the
effectiveness of a registration statement for the resale of shares
issuable to Southridge.

The Debenture is convertible into shares of the company's Class A
common stock.  Southridge has agreed not to convert the Debenture
to the extent that the conversion causes beneficially ownership to
exceed 4.999% of the then-outstanding shares of Class A common
stock of the company except in the case of a merger by the company
or other organic change.

The company and Southridge also entered into a registration rights
agreement, pursuant to which the company agreed to file a
registration statement to register the resale by Southridge of up
to 300,000,000 shares of Fonix Class A common stock.

The cash component of the purchase price is intended to be used by
the company for working capital and general corporate purposes.

The Debenture was sold without registration under the 1933 Act in
reliance on Section 4(2) of the 1933 Act.

A full text-copy of the Securities Purchase Agreement may be
viewed at no charge at http://ResearchArchives.com/t/s?1703

A full text-copy of the Secured Subordinated Convertible Debenture
may be viewed at no charge at http://ResearchArchives.com/t/s?1704

A full text-copy of the Registration Rights Agreement may be
viewed at no charge at http://ResearchArchives.com/t/s?1705

Based in Salt Lake City, Utah, Fonix Corporation (OTCBB: FNIX)
-- http://www.fonix.com/-- is an innovative speech recognition  
and text-to-speech technology company that provides value-added
speech solutions through its wholly owned subsidiary, Fonix
Speech, Inc. Interactive speech technologies allow Fonix to
provide customers with comprehensive cost-effective solutions to
enhance and expand their communications needs.

Fonix Corporation's telecom subsidiaries, LTEL Holdings, Inc.,
LecStar DataNet, Inc., LecStar Telecom, Inc. and Fonix Telecom,
Inc. filed for bankruptcy protection on Oct. 2, 2006 in Delaware
pursuant to Chapter 7 under the U.S. Bankruptcy Code.  A trustee
has been appointed to liquidate the assets of those entities.

                        Going Concern Doubt

Hansen, Barnett & Maxwell, the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's balance sheet for the
year ending Dec. 31, 2005.  The auditor pointed to the Company's
significant losses; negative cash flows from operating activities
for three years; and negative working capital.


GENESCO INC: Earns $16 Million in 2006 Third Quarter Ended Oct. 29
------------------------------------------------------------------
Genesco Inc. reported earnings before discontinued operations of
$16 million for the third quarter ended Oct. 28, 2006.  Earnings
before discontinued operations were $16.2 million, for the third
quarter ended Oct. 29, 2005.

Earnings before discontinued operations for the third quarter of
this year reflected SFAS 123(R) share-based compensation and
restricted stock expense of $1.7 million before taxes.  Earnings
from the third quarter last year reflected income of $800,000,
primarily from an excess litigation provision.  Net sales for
the third quarter of fiscal 2007 increased 15% to $364 million
compared to $316 million for the third quarter of fiscal 2006.
    
Genesco Chairman and Chief Executive Officer Hal N. Pennington,
said, "Our better than expected third quarter results were driven
by excellent performances at Journeys and Journeys Kidz, Johnston
& Murphy and Dockers.  While we expect the Underground Station
business to remain challenging in the fourth quarter, our
confidence that the strength we have seen in these other
businesses will continue in the Holiday selling season is
reflected in our increased earnings guidance for the full fiscal
year.

"Net sales at Journeys Group increased 20% to approximately $184
million, same store sales rose 9% and footwear unit comps
increased 18% in the third quarter.  As expected, many of the same
trends that produced success in the second quarter continued
through Back-to-School.  Journeys Kidz again reported strong
growth, with sales up 55% and comparable store sales up 9%.
Additionally, we remain pleased with the performance of Shi by
Journeys.  We feel very good about our merchandise assortment and
the continuing momentum of the entire Journeys' group as we look
forward to the Holiday selling season.

"Net sales at Hat World Group increased 13% to approximately $78
million and same store sales declined 1%, primarily reflecting
weakness in Hat World stores serving the urban markets.  We are
forecasting a modest comparable sales improvement in the fourth
quarter and we remain on track to open 101 new stores,
representing a 14% increase in the store base, in the fiscal year.
Hat World remains a high margin, highly profitable business with
significant expansion opportunities and we remain very excited
about its potential.

"Net sales for the Underground Station Group, which includes the
Jarman stores, were $35 million and same store sales declined 11%
in the third quarter.  Same store sales at Underground Station
fell 11% primarily due to continued weakness in men's athletic and
urban markets in general.  Our fourth quarter expectations do not
reflect an improvement in the Underground Station business.   
Longer term, Underground Station is working to improve its women's
product offering and non-footwear assortment.

"Johnston & Murphy Group's net sales increased 14% to
approximately $44 million.  Wholesale sales increased 25% and same
store sales rose 6%.  Johnston & Murphy's expanded dress and dress
casual collection continues to gain retail shelf space and both
footwear and non-footwear products are performing extremely well
in the Johnston & Murphy stores.  Sales growth and gross margin
improvement combined to double operating margin compared to last
year.

"Third quarter sales of licensed brands increased 31% to
approximately $23 million.  The entire Dockers' Footwear product
line is retailing well and backlog is strong."

At Oct. 28, 2006, the company's balance sheet showed $792.6
million in total assets, $435.4 million in total liabilities, and
$357.1 million in total stockholders' equity.

                         About Genesco Inc.

Genesco Inc. (NYSE: GCI) -- http://www.genesco.com/-- a  
Nashville-based specialty retailer, sells footwear, headwear and
accessories in more than 1,900 retail stores in the United States
and Canada, principally under the names Journeys, Journeys Kidz,
Shi by Journeys, Johnston & Murphy, Underground Station, Hatworld,
Lids, Hat Zone, Cap Factory, Head Quarters and Cap Connection, and
on internet websites http://www.journeys.com,
http://www.journeyskidz.com,http://www.undergroundstation.com,
http://www.johnstonmurphy.com,http://www.lids.com,
http://www.hatworld.com,and http://www.lidscyo.com. The company  
also sells footwear at wholesale under its Johnston & Murphy brand
and under the licensed Dockers.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2006,
Moody's Investors Service affirmed its Ba3 corporate family rating
on Genesco Inc. and upgraded the company's convertible
subordinated debentures from B2 to B1.


GRANITE BROADCASTING: Wants to Borrow $25 Mil. from Silver Point
----------------------------------------------------------------
Granite Broadcasting Corp. and its debtor-affiliates ask the U.S
Bankruptcy Court for the Southern District of New York for
permission to obtain secured postpetition financing of up to
$25,000,000, from certain affiliates of Silver Point Finance, LLC,
with Silver Point as collateral and administrative agent.

      Lender                     Total Commitment
      ------                     ----------------
      SPCP Group III, LLC           $2,500,000
      SPCP Group, LLC               22,500,000
                                   -----------
                                   $25,000,000

Without immediate access to fresh financing, the Debtors' business
operations will be disrupted and their going concern value could
be jeopardized to the detriment of their creditors, employees and
other parties-in-interest Lawrence I. Wills, the Debtors' chief
financial officer, relates.

According to Mr. Wills, prior to the Petition Date, the Debtors
approached several financial institutions about providing
postpetition financing but no institution was willing to make a
loan on an unsecured basis.  After evaluating requirements, the
Debtors determined that their efforts to arrange postpetition
financing should be focused on Silver Point.

Mr. Wills assures the Court that the Debtors' efforts to seek
necessary postpetition financing from other sophisticated lending
institutions satisfy the statutory requirements of Section 364(c)
of the Bankruptcy Code.

                  Terms of the DIP Agreement

The Debtors and Silver Point engaged in good faith and extensive
arm's-length negotiations that culminated in the debtor-in-
possession financing agreement dated Dec. 11, 2006.  Upon the
Court's entry of an interim order, the Debtors will be authorized
to immediately obtain financing in the aggregate principal amount
of up to $5,000,000.

The term of the DIP Agreement will run from the closing date to
the earliest to occur of:

   (i) 45 days after the date of entry of the Interim Order in
       form and substance satisfactory to the DIP Agent, the
       existing senior administrative agent and the existing
       senior noteholder trustee;

  (ii) Sept. 1, 2007;

(iii) the effective date and the date of substantial
       consummation of a plan of reorganization; and

  (iv) the date on which the DIP Loans become due and payable.

The DIP Facility will bear interest at a rate equal to the London
Inter-Bank Offer Rate plus 275 basis points.

Upon the occurrence and during the continuance of any default in
the payment of principal, interest or other amounts due under the
DIP Financing Agreement, interest will be payable on demand at 2%
above the then applicable rate.

The Borrowers covenant and agree that, until termination of all
of the Commitments and payment in full of the Obligations, they
will not permit the cumulative amount of:

   (a) Broadcast Cash Flow from Dec. 1, 2006, through the end
       of each fiscal month after that to be less than 85% of the
       amount set for the calendar month in their Financial Plan;
       and

   (b) Corporate Expenses from Dec. 1, 2006, through the end
       of each fiscal month after that to exceed 115% of the
       amount set for the calendar month in their Financial Plan.

A copy of that Financial Plan [which is presumably annexed as
Schedule 1.1(b) to the DIP Financing Agreement] is available at
no charge at http://ResearchArchives.com/t/s?1707

The Borrowers' obligations under the DIP Agreement will be
granted super-priority administrative claim status and will be
secured by:

    -- a first priority, perfected security interest in, and
       lien, on all of unencumbered collateral and any
       postpetition assets of the estates;

    -- a first priority, perfected priming security interest in
       and lien, on all prepetition collateral in all cases
       senior to any liens, claims or encumbrances presently
       securing the existing senior indebtedness; and

    -- a junior, perfected security interest in and lien on all
       junior collateral.

The liens and claims granted to secure the DIP Obligations are
subject only, during the occurrence and continuance of an Event
of Default, to payment of the Carve-Out.  The Carve-Out means (a)
amounts payable pursuant to 28 U.S.C. Section 1930(a)(b), and (b)
amounts payable in respect of professional expenses of the
Debtors and a statutory committee appointed in the Debtors'
cases.

The Borrowers agree to pay to the DIP Lenders a commitment fee,
an agency fee, and additional fees, which are non-refundable
under all circumstances:

     * Commitment Fee: 1.25% on the first $15,000,000 of the
       Commitment and 0.625% on the remaining $10,000,000.  Half
       of the Commitment Fee will be payable on the date the
       Court enters the Interim Order and the remaining half will
       be payable on the Closing Date;

     * Additional Fees: 0.625% of the amount of the reserved
       $10,000,000 of the Commitment and to the extent released
       from the reserve requirements under the DIP Financing
       Agreement;

     * Agency Fee: $75,000 paid on the Closing Date; and

     * Unused Line Fee: 0.50% per annum of the total Commitment
       amount over the average dally outstanding principal amount
       of all Loans during the calculation period.

The Borrowers will jointly and severally indemnify and hold
harmless each of the DIP Lenders from and against all claims,
damages, losses, liabilities, etc., arising out of or in
connection with the Financing Arrangement.

The Debtors intend to use a portion of the DIP Facility's
proceeds to pay any fees, deposits, expenses and any other
amounts owed to the DIP Lenders, the DIP Agent, the Existing
Senior Agents and the Existing Senior Noteholder Trustee.

                Liens and Claims Investigation

The DIP Agreement provides that from the Petition Date through
January 31, 2007, the Official Committee of Unsecured Creditors
and any party-in-interest will be entitled to investigate the
validity, perfection, enforceability, and extent of the Existing
Senior Liens and any potential claims of the Debtors or their
estates against the Existing Senior Agents, the Existing Senior
Lenders, the Existing Senior Noteholder Trustee, and the Existing
Senior Noteholders.

Any challenge to the Existing Senior Liens or the assertion of
any other claims or causes of action of the Debtors or their
estates against any of the Existing Senior Agents, the Existing
Senior Lenders, the Existing Senior Noteholder Trustee or the
Existing Senior Noteholders must be made by commencing an
adversary proceeding on or before the investigation termination
date.  If no action is filed on or before the Investigation
Termination Date, all parties will be forever barred from
bringing any action.  In the event of a timely and successful
challenge by a plaintiff in an action, the Court will fashion the
appropriate remedy with respect to the Existing Senior Agents,
the Existing Senior Lenders, the Existing Senior Noteholder
Trustee and the Existing Senior Noteholders after hearing from
all parties.

A full-text copy of the DIP Agreement is available for free at:

            http://ResearchArchives.com/t/s?1708

Headquartered in New York, Granite Broadcasting Corp.
-- http://www.granitetv.com/-- owns and operates, or provides  
programming, sales and other services to 23 channels in 11
markets: San Francisco, California; Detroit, Michigan; Buffalo,
New York; Fresno, California; Syracuse, New York; Fort Wayne,
Indiana; Peoria, Illinois; Duluth, Minnesota-Superior, Wisconsin;
Binghamton, New York; Utica, New York and Elmira, New York.  The
company's channel group includes affiliates of NBC, CBS, ABC, CW
and My Network TV, and reaches approximately 6% of all U.S.
television households.

The Company and five of its debtor-affiliates filed for
chapter 11 protection on Dec. 11, 2006 (Bankr. S.D. N.Y. Case
No. 06-12984).  Ira S. Dizengoff, Esq., at Akin, Gump, Strauss,
Hauer & Feld, LLP, represents the Debtors in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets of $443,563,020 and debts
of $641,100,000.


GRAYSON CLO: Moody's Rates $31-Mil. Class D Senior Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned ratings to Notes and
Combination Securities issued by Grayson CLO, Ltd.:

   -- Aaa to $1,015,000,000 Class A-1a Floating Rate Senior
      Secured Extendable Notes Due 2021;

   -- Aa1 to $111,500,000 Class A-1b Floating Rate Senior Secured
      Extendable Notes Due 2021;

   -- Aa2 to $68,000,000 Class A-2 Floating Rate Senior Secured
      Extendable Notes Due 2021;

   -- A2 to $72,000,000 Class B Floating Rate Senior Secured
      Deferrable Interest Extendable Notes Due 2021;

   -- Baa2 to $75,000,000 Class C Floating Rate Senior Secured
      Deferrable Interest Extendable Notes Due 2021;

   -- Ba2 to $31,000,000 Class D Floating Rate Senior Secured
      Deferrable Interest Extendable Notes Due 2021; and,

   -- Baa2 to $90,000,000 aggregate face amount of Grayson
      Combination Trust 2006 Pass Through Certificates due 2021.

The transaction is managed by Highland Capital Management, L.P.

Moody's noted that its ratings of notes issued by this cash flow
CDO reflect the credit quality of the collateral pool, the credit
enhancement for the notes inherent in the capital structure and
the transaction's legal structure.

The ratings are based on the expected loss posed to the notes
relative to the promise of receiving the present value of such
payments.


GUARDIAN TECH: Sept. 30 Balance Sheet Upside-Down by $1.1 Million
-----------------------------------------------------------------
Guardian Technologies International Inc.'s balance sheet at
Sept. 30, 2006, showed $2.9 million in total assets, $3.2 million
in total liabilities, and $783,023 in common shares subject to
repurchase, resulting in a $1.1 million stockholders' deficit.  

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $388,454 in total current assets available
to pay $3.2 million in total current liabilities.

Guardian Technologies reported a $3.3 million net loss on $51,197
of revenues for the third quarter ended Sept. 30, 2006, compared
with a $2.4 million net loss on $43,288 of revenues for the same
period in 2005.

The increase in net loss is primarily due to the $329,000 increase
in selling, general and administrative expense and the charge to
interest expense of $644,000 in the current quarter.  The company
did not incur any interest expense for the comparable quarter in
2005.

Revenues resulted from the sale, implementation and maintenance of
the company's FlowPoint healthcare solutions.  The company did not
generate any revenues from the sale of its PinPoint product during
the third quarter of 2006 and 2005.  

Cost of sales for the quarter was $136,393 versus $210,482 for the
same period in 2005, a decrease of approximately $74,089.  Cost of
sales for the period includes fixed expense for the amortization
of the Wise intangible asset for developed software of $115,609 in
2006 and $100,790 in 2005.  Other costs for 2006 of $20,784 and in
2005 of $109,692 represent expenses for purchased equipment and
supplies for customers, installation labor and travel costs.  The
decrease in costs is due to lower equipment and labor costs for
the third quarter of 2006.

Selling, general and administrative expenses for the third quarter
increased $329,432, or 14.8%, to $2,561,512 for fiscal 2006 as
compared to $2,232,080 for the comparable period in fiscal 2005.  

The bulk of the increase was accounted for by the increase in
stock-based compensation of $185,574, the increase in professional
fees of $136,890, and the increase in miscellaneous expenses of
$70,503.

The increase in stock-based compensation for employees of $138,087
represents the impact of accelerating in the fourth quarter of
2005 the expense of key management and staff hiring incentives
using stock options.  The increase in stock-based compensation
expense for consultants of $47,487 reflects the end of the
amortization period in the second quarter of 2005 for retention
consulting arrangements after the reverse acquisition in June
2003.  

Professional fees increased for the quarter ended Sept. 30 versus
the same quarter last year by approximately $136,890 due to a
decrease of $19,641 in the areas of legal and miscellaneous
outside consultants, an increase of $37,837 in accounting fees as
a result of the 2005 SEC review and restatement of the company's
consolidated financial statements for the years ended Dec. 31,
2003 and 2004, and for each of the quarterly periods in the nine
months ended Sept. 30, 2005, and an increase of $118,694 in
consultants due to the current years expenditures for the
certification process in the United States and Russian markets.

The increase in miscellaneous expenses reflects a provision for
doubtful accounts of $102,000 verses no provision in the same
quarter of 2005.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006 are available for
free at http://researcharchives.com/t/s?1719

During the nine months ended Sept. 30, 2006, cash decreased by
$2.4 million, mainly due to net cash used in operating activities
of $4.5 million as a result of the net loss.  Net cash provided by
financing activities was $2.4 million.

                        Going Concern Doubt

Goodman & Company, L.L.P., in Norfolk, Virginia, raised
substantial doubt about Guardian Technologies International,
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2005,
and 2004.  The auditor pointed to the company's significant
operating losses since inception and need for additional
financing.

                    About Guardian Technologies

Headquartered in Herndon, Virginia, Guardian Technologies
International Inc. (OTCBB: GDTI) --
http://www.guardiantechintl.com/-- is a technology company that  
designs and develops sophisticated imaging informatics solutions
for the aviation/homeland security and healthcare markets.  


GUNDLE SLT: Volatile Prices Cue Moody's SGL Rating Downgrade
------------------------------------------------------------
Moody's Investors Service downgraded Gundle/SLT Environmental,
Inc.'s Speculative Grade Liquidity rating to SGL-3 from SGL-2.

The downgrade to SGL-3 reflects Moody's expectation that GSE will
experience weakened performance in the next twelve months after
the expiration of a profitable solid waste contract and increased
competition in geotextiles globally.

The downgrade also reflects the company's exposure to volatile
resin prices as demonstrated by an inability to pass along these
costs effectively in recent months, and the consequent
deterioration in cash flow below Moody's expectations in 2006.

The Corporate Family Rating is B2 with a stable outlook.

Additionally, cushions under financial covenants are expected to
be tight aftrer step-downs in the maximum leverage covenant and
step-ups in the minimum interest and fixed charge coverage ratios
on March 31, 2007.

The SGL-3 rating reflects Moody's expectation that liquidity
should be adequate throughout the next twelve months as operating
cash flow, combined with cash balances and availability under the
company's secured revolving credit facility should be sufficient
to cover capital needs.

The liquidity ratings could revert to SGL-2 if the company can
successfully bolster cushions under its credit facility by
improving cash flow generation and profitability through expense
control and the successful execution of new business initiatives.

A further downgrade in the ratings could result from continued
negative free cash flow caused by a decline in revenues and
profitability in excess of Moody's expectations.

Gundle/SLT Environmental, Inc., based in Houston, Texas, is a
global manufacturer, marketer, and installer of geosynthetic
lining products and services, which are used in containment
systems for the prevention of groundwater contamination and for
the confinement of water, industrial liquids, solids and gases.
The company also manufactures and sells non-woven textiles as roll
goods and for use in its geocomposite products, and has expanded
into the installation of synthetic turf.  GSE had revenue of
$343 million for last twelve months ended Sept. 30, 2006, and
sells to customers in ninety countries.  


HILTON HOTELS: Moody's Holds Ba3 Rating on $46-Mil. Class F Certs.
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of eight classes of
Hilton Hotels Pool Trust, Commercial Mortgage Pass-Through
Certificates, Series 2000-HLT as:

   -- Class A-1, $46,892,257. Fixed, affirmed at Aaa;
   -- Class A-2, $175,000,000, Floating, affirmed at Aaa;
   -- Class X, Notional, affirmed at Aaa;
   -- Class B, $60,800,000, Fixed, affirmed at Aa2;
   -- Class C, $66,800,000,000, Fixed, affirmed at A3;
   -- Class D, $32,900,000, Fixed, affirmed at Baa3;
   -- Class E, $24,700,000,000, Fixed, affirmed at Ba1; and
   -- Class F, $46,880,781, Fixed, affirmed at Ba3.

The transaction consists of five cross-defaulted and cross-
collateralized first mortgages secured by fee interests in five
full service hotel properties owned by affiliates of Hilton Hotels
Corporation.  The properties include the Hilton San Francisco &
Towers, Chicago Hilton & Towers, McLean Hilton at Tyson's Corner,
Hilton at Short Hills and the Pointe Hilton Squaw Peak Resort.

As of the Dec. 5, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 9.1%
to $454 million from $499.6 million at securitization as a result
of loan amortization.

In July 2003 Moody's downgraded Classes B, C, D, E and F to their
current ratings based on a significant decline in collateral
performance.  Collateral performance has improved since its all-
time low in calendar year 2003, although net cash flow remains
significantly lower than that at securitization.

RevPAR for the total pool was $121.67 for the trailing 12-month
period ending September 2006, representing a 1.7% increase from
Moody's RevPAR of $119.50 at securitization.

However, Moody's net cash flow for calendar year 2006 of
$55.2 million represents an approximate decrease of 35% from
Moody's expectation of $84.9 million at securitization.  The
decrease in net cash flow is due to increases in operating
expenses, which exceed increases in revenues.

The loan documents provide for the trapping of excess cash flow
when the debt service coverage ratio falls below 1.52x or when net
cash flow falls below $70 million.  Thus far, $166.1 million in
reserves have been trapped under this provision.  At such time as
DSCR or cash flow thresholds are again met, trapped cash will be
distributed to the borrower.

Based on Moody's adjusted net cash flow and capitalization rates,
as well as the use of floor values, the pool's weighted average
loan to value ratio is 72.6%, compared to 76.4% at last review. At
securitization Moody's LTV was 63.9%.

The Hilton San Francisco & Towers represents 50% of the allocated
loan amount.  RevPAR for the trailing 12-month period ending
September 2006 and Moody's net cash flow for calendar year 2006
were $114.71 and $13.8 million, compared to Moody's expectation of
$127.50 and $37.9 million at securitization.  The hotel is under
performing its competitive set based on penetration rates provided
by Smith Travel Research.

The Chicago Hilton & Towers represents 28.0% of the allocated loan
amount.  RevPAR for the trailing 12-month period ending September
2006 and Moody's net cash flow for calendar year 2006 were $127.72
and $22.7 million, compared to Moody's expectation of $113.50 and
$27.8 million at securitization.  The hotel is underperforming its
competitive set.

The McLean Hilton at Tyson's Corner represents 8% of the allocated
loan amount.  RevPAR for the trailing 12-month period ending
September 2006 and Moody's net cash flow for calendar year 2006
were $120.01 and $8.2 million, compared to Moody's expectation of
$88.50 and $6.3 million at securitization.  The hotel's
performance has steadily improved since 2002.  The hotel is
significantly outperforming its competitive set.

Low debt service coverage and the weak performance of the Hilton
San Francisco & Towers remain concerns for this transaction.
However, Moody's is affirming its ratings based on the improved
performance of the remaining hotels, the significant cash reserves
and the Hilton sponsorship.


HOLLINGER INC: Illinois Court Mulls Dismissal of Securities Suit
----------------------------------------------------------------
The U.S. District Court for the Northern District of Illinois  
has yet to rule on a motion to dismiss the third amended complaint
in the consolidated securities class action against Sun-Times
Media Group Inc.

In February and April 2004, the Teachers' Retirement System of
Louisiana, Kenneth Mozingo, and Washington Area Carpenters Pension
and Retirement Fund initiated purported class actions against:  

      -- the company;  

      -- certain of the company's former executive officers and   
         former directors of the company;  

      -- The Ravelston Corp. Ltd.;  

      -- certain affiliated entities; and   

      -- KPMG LLP, the company's independent registered public   
         accounting firm.

The suit asserted claims under federal and Illinois securities
laws and claims of breach of fiduciary duty and aiding and
abetting in breaches of fiduciary duty.

On July 9, 2004, the court consolidated the three actions for  
pretrial purposes.  The consolidated action is "In re Hollinger  
Inc. Securities Litigation, No. 04C-0834," (Class Action  
Reporter, Nov. 2, 2006).

Plaintiffs filed an amended consolidated class action complaint  
on Aug. 2, 2004, and a second consolidated amended class action  
complaint on Nov. 19, 2004.   

The named plaintiffs in the second consolidated amended class  
action complaint are Teachers' Retirement System of Louisiana,  
Washington Area Carpenters Pension and Retirement Fund, and
E. Dean Carlson.   

They are purporting to sue on behalf of an alleged class  
consisting of themselves and all other purchasers of securities  
of the company between and including Aug. 13, 1999, and Dec. 11,  
2002.   

The second consolidated amended class action complaint asserted  
claims under federal and Illinois securities laws and claims of  
breach of fiduciary duty and aiding and abetting in breaches of  
fiduciary duty in connection with misleading disclosures and  
omissions regarding: certain "non-competition" payments, the  
payment of allegedly excessive management fees, allegedly  
inflated circulation figures at the Chicago Sun-Times, and other  
alleged misconduct.    

On Sept. 13, 2006, plaintiffs filed a third consolidated amended  
class action complaint.  The new complaint added an additional  
named plaintiff, Cardinal Mid-Cap Value Equity Partners, L.P.  Its
charge is identical to the prior complaint and asserted the same
claims.

On Oct. 27, 2006, the company moved to dismiss the third  
consolidated amended class action complaint.  The company's  
motion is pending.

The suit is "In Re: Hollinger International Securities Litigation,
Case No. 1:04-cv-00834," filed in the U.S. District Court for the  
Northern District of Illinois under Judge David H. Coar.   

Representing the plaintiffs are:  

     (1) Cauley Geller Bowman Coates & Rudman, LLP (New York)   
         200 Broadhollow, Suite 406
         Melville, NY 11747
         Tel: (631) 367-7100
         Fax: (631) 367-1173

     (2) Charles J. Piven, Esq.
         World Trade Center-Baltimore
         401 East Pratt, Suite 2525
         Baltimore, MD 21202
         Tel: (410) 332-0030

     (3) Federman & Sherwood
         120 North Robinson, Suite 2720
         Oklahoma City, OK 73102
         Tel: (405) 235-1560

     (4) Grant & Eisenhofer, P.A.
         1201 N. Market Street, Suite 2100
         Wilmington, DE, 19801
         Tel: (302) 622-7000
         Fax: (302) 622-7100

     (5) Much Shelist Freed Denenberg Ament & Rubenstein, PC
         191 North Wacker Drive, Suite 1800
         Chicago, IL 60606-1615
         Tel: (800) 470-6824
         Fax: (312) 621-1750

     (6) Schiffrin & Barroway, LLP
         3 Bala Plaza E
         Bala Cynwyd, PA 19004
         Tel: (610) 667-7706
         Fax: (610) 667-7056

            Ravelston Receivership and CCAA Proceedings

On April 20, 2005, the Court issued two orders by which The
Ravelston Corporation Limited and Ravelston Management Inc. were:
(i) placed in receivership pursuant to the Bankruptcy & Insolvency
Act (Canada) and the Courts of Justice Act (Ontario); and (ii)
granted protection pursuant to the Companies' Creditors
Arrangement Act (Canada).

RSM Richter Inc. was appointed receiver and manager of all of the
property, assets, and undertakings of Ravelston and RMI.  
Ravelston holds approximately 16.5% of the outstanding Retractable
Common Shares of Hollinger.

On May 18, 2005, the Court further ordered that the Receivership
Order and the CCAA Order be extended to include Argus Corporation
Limited and its five subsidiary companies which collectively own,
directly or indirectly, 61.8% of the outstanding Retractable
Common Shares and approximately 4% of the Series II Preference
Shares of Hollinger.

On June 12, 2006, the Court appointed Richter as receiver and
manager and interim receiver of all the property, assets, and
undertaking of Argent News Inc., a wholly owned subsidiary of
Ravelston.

The Ravelston Entities own, in aggregate, approximately 78% of the
outstanding Retractable Common Shares and approximately 4% of the
Series II Preference Shares of Hollinger.  The Court has extended
the stay of proceedings against the Ravelston Entities to Jan. 19,
2007.

                       About Hollinger Inc.

The principal asset of Hollinger Inc. (TSX: HLG.C)(TSX: HLG.PR.B)
-- http://www.hollingerinc.com/-- is its approximately 70.1%
voting and 19.7% equity interest in Sun-Times Media Group Inc.
(formerly Hollinger International Inc.), a newspaper publisher
with assets which include the Chicago Sun-Times and a large number
of community newspapers in the Chicago area.  Hollinger also owns
a portfolio of commercial real estate in Canada.

                         Litigation Risks

Hollinger Inc. faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on Sept. 7, 2004;

   (3) a $425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a Nov. 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a $5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on Nov. 15, 2004, seeking injunctive,
       monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.


ING INVESTMENT: Moody's Rates $13-Mil. Class D Notes at Ba2
-----------------------------------------------------------
Moody's Investors Service assigned ratings to Notes and Blended
Securities issued by ING Investment Management CLO III, Ltd.:

   -- Aaa to $255,000,000 Class A-1 Floating Rate Notes Due 2020;

   -- Aaa to $100,000,000 Class A-2a Floating Rate Notes Due
      2020;

   -- Aa1 to $25,000,000 Class A-2b Floating Rate Notes Due
      2020;

   -- Aa2 to $23,000,000 Class A-3 Floating Rate Notes Due 2020;

   -- A2 to $29,500,000 Class B Deferrable Floating Rate
      Notes Due 2020;

   -- Baa2 to $15,500,000 Class C Floating Rate Notes Due 2020;

   -- Ba2 to $13,000,000 Class D Floating Rate Notes Due 2020;
      and,

   -- Baa3 to Class J Blended Securities.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.  The Moody's rating of the Blended
Securities addresses only the ultimate receipt of the principal.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio - consisting primarily of Senior
Secured Loans - due to defaults, the transaction's legal structure
and the characteristics of the underlying assets.

ING Alternative Asset Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


J. CREW: October 28 Equity Deficit Narrows to $55.1 Million
-----------------------------------------------------------
J. Crew Group Inc.'s balance sheet at Oct. 28, 2006, showed total
assets of $413.9 million and total liabilities of $469 million,
resulting in a total stockholders' deficit of $55.1 million.  The
company's stockholders' deficit at Jan. 28, 2006, stood at
$587.8 million.

Net income increased to $26 million in the third quarter ended
Oct. 28, 2006, from $3 million in the third quarter ended
Oct. 29, 2005.  The increase was due to an increase in operating
income of $11.2 million, which resulted from the increase in gross
profit attributable primarily to the 23.4% increase in revenues,
and the decrease in interest expense of $13.3 million.

Revenues for the third quarter of fiscal 2006 increased by
$52.2 million, or 23.4%, to $275.5 million from $223.3 million in
the third quarter of fiscal 2005.

Gross profit increased by $30.1 million to $127.9 million in the
third quarter of fiscal 2006 from $97.8 million in the third
quarter of fiscal 2005.  Gross margin increased to 46.4% in the
third quarter of fiscal 2006 from 43.8% in the third quarter of
fiscal 2005.

Net interest expense decreased by $13.3 million to $5.2 million in
the third quarter of 2006 from $18.5 million in the third quarter
of 2005.  Outstanding Debts and preferred stock were redeemed
during the second quarter of 2006 with proceeds from its
$285 million term loan in May 2006 and the issuance of
21.6 million shares of common stock in the company's initial
public offering in July 2006.

A full text-copy of the company's quarterly report on Form 10-Q
may be viewed at no charge at http://ResearchArchives.com/t/s?1715

New York City-based J. Crew Group Inc. -- http://www.jcrew.com/--  
is a fully integrated multi-channel specialty retailer of women's
and men's apparel and accessories.  J.Crew products are
distributed through the Company's 166 retail and 49 factory
stores, the J. Crew catalog, and the company's Internet Web site.


JO-ANN STORES: Earns $100,000 in Third Quarter Ended Oct. 28
------------------------------------------------------------
Jo-Ann Stores Inc. reported financial results for its fiscal 2007
third quarter ended Oct. 28, 2006.  Net earnings for the third
quarter of fiscal 2007 were $100,000, compared with a net loss of
$4.1 million in the prior year third quarter.

Net sales for the third quarter were $461.9 million compared to
$474.2 million in the prior year.  Same-store sales decreased 5.4%
versus an increase of 0.7% in same-store sales for the third
quarter last year.  The decrease in sales was impacted by lower
fall and Halloween seasonal merchandise purchases, less clearance
merchandise in the stores and a reduction in advertising
expenditures versus last year for comparable stores.

Net sales for the nine-month period ended Oct. 28, 2006 were $1.25
billion versus $1.28 billion in the same period in the prior year.
Year-to-date same-store sales decreased 5.8%, compared with a
same-store sales increase of 0.3% last year.

Gross margins for the third quarter of fiscal 2007 increased 180
basis points from 45.6% to 47.4% due to a less promotional pricing
strategy, better sell-through on seasonal goods and reduced sales
of clearance inventory.

Selling, general and administrative expenses increased to 43.0% of
net sales in the third quarter of fiscal 2007 from 42.0% in the
third quarter last year.  While total selling, general and
administrative expenses are below last year's spending levels, the
increase as a percentage of net sales is due to the lack of
leverage resulting from lower sales.

Operating profit for the third quarter was $5 million, versus a
$1.7 million operating loss for the prior year third quarter.

"During the quarter we made substantial progress on our
merchandising strategy and inventory position," said Darrell Webb,
chairman, president and chief executive officer.  "While our sales
were softer than we would have hoped, by being more deliberate in
our seasonal purchases we expanded gross margins by a solid 180
basis points.  The merchandising disciplines we instituted earlier
in the year will not only positively impact our results during the
December holiday season, but will also allow us to realize strong
and sustainable margin improvement over time."

During the third quarter of fiscal 2007, the company opened five
superstores and closed six traditional stores and one superstore.
Year-to-date, the company has opened 20 superstores and five
traditional stores and closed 46 traditional stores and two
superstores.  

At Oct. 28, 2006, the company's balance sheet showed $943.7
million in total assets, $563.8 million in total liabilities, and
$379.9 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 28, 2006, are available for
free at http://researcharchives.com/t/s?1718

                        About Jo-Ann Stores

Hudson, Ohio-based Jo-Ann Stores, Inc. (NYSE: JAS) --
http://www.joann.com/-- is the largest specialty retailer of  
fabrics and one of the largest specialty retailers of crafts.  As
of Jan. 28, 2006, the company operated 838 stores in 47 states
(684 traditional stores and 154 superstores).

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2006,
Moody's Investors Service downgraded Jo-Ann Stores Inc.'s
corporate family rating and probability-of-default rating to B1
from B3 and the $100 million senior subordinated note (2012) to
Caa2 from B3.


JP MORGAN: Moody's Holds Junk Rating on $9.2 Million of Debentures
------------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class,
downgraded the ratings of two classes and affirmed the ratings of
10 classes of J.P. Morgan Commercial Mortgage Finance Corp.,
Mortgage Pass-Through Certificates, Series 2000-C10 as:

   -- Class A2, $444,472,742, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $31,388,000, Fixed, affirmed at Aaa
   -- Class C, $29,541,000, Fixed, affirmed at Aaa
   -- Class D, $9,232,000,  Fixed, affirmed at Aa1
   -- Class E, $23,079,000, Fixed, affirmed at A3
   -- Class F, $10,155,000, Fixed, upgraded to Baa2 from Baa3
   -- Class G, $14,771,000, Fixed, affirmed at Ba1
   -- Class H, $14,771,000, Fixed, affirmed at Ba2
   -- Class J, $7,385,000, Fixed, affirmed at B1
   -- Class K, $5,539,000, Fixed, affirmed at B3
   -- Class L, $7,386,000, Fixed, downgraded to Ca from Caa2
   -- Class M, $1,858,332, Fixed, downgraded to C from Ca

As of the Nov. 15, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 18.8%
to $601.1 million from $740.1 million at securitization.  The
Certificates are collateralized by 145 mortgage loans ranging in
size from less than 1.0% to 7.9% of the pool, with the top 10
loans representing 33.0% of the pool.  Twenty nine loans,
representing 22.7% of the pool, have defeased and are secured by
U.S. Government securities.

Sixteen loans have been liquidated from the pool, resulting in
aggregate realized losses of approximately $16.8 million.
Currently one loan, representing less than 1% of the pool, is in
special servicing.  This loan was recently transferred into
special servicing and potential losses from this loan can not be
estimated at this time.  Thirty one loans, representing 15.8% of
the pool, are on the master servicer's watchlist.

Moody's was provided with full-year 2005 operating results for
approximately 84.4% of the pool.  Moody's loan to value ratio  is
80.9%, compared to 89.2% at Moody's last full review in Dec. 2005
and compared to 85.8% at securitization.  Moody's is upgrading
Class F due to increased credit support, improved overall pool
performance and defeasance.  Classes C, D and E were upgraded on
Dec. 8, 2006 based on a Q tool based portfolio review.  

Moody's is downgrading Classes L and M due to realized losses from
the specially serviced loans.

The top three non-defeased loans represent 9.5% of the outstanding
pool balance.  The largest loan is the Covina Hills Mobile Home
Country Club Loan at $20.2 million, 3.4% which is secured by a
500-pad mobile home park located approximately 25 miles east of
Los Angeles in La Puente, California.  The property is 100%
occupied, the same as at last review.

Moody's LTV is 72.8%, compared to 77.8% at last review.

The second largest loan is the Liberty Fair Mall Loan at
$19.5 million, 3.2% which is secured by a 435,000 square foot
retail center located approximately 52 miles south of Roanoke in
Martinsville, Virginia.  The property is 91% leased, compared to
94% at last review.  Major tenants include Belk, Sears and Kroger.  
The loan sponsor is Developers Diversified Realty Corporation, a
publicly traded REIT.  Moody's LTV is 86.7%, essentially the same
as at last review.

The third largest loan is the Wilshire Financial Loan at
$17.7 million, 2.9%, which is secured by a 375,600 square foot
office building located in Los Angeles, California.  The property
is 100.0% leased, essentially the same as at last review.

Moody's LTV is 58.9%, compared to 63.8% at last review.

The pool's collateral is a mix of multifamily, U.S. Government
securities, retail, office, lodging, industrial and self storage,
healthcare and CTL.  The collateral properties are located in
32 states. The highest state concentrations are California, Texas,
Virginia, Arizona and Maryland.  All of the loans are fixed rate.


KB HOMES: To Record at Least $235MM of Non-Cash Impairment Charges
------------------------------------------------------------------
KB Home anticipates recording a non-cash charge between
$235 million to $285 million for inventory-related impairments and
land option contract abandonments in the fourth quarter of its
fiscal year ended Nov. 30, 2006.

The non-cash charge related to the abandonment of certain land
option contracts is expected by the company to total approximately
$90 million in the fourth quarter.

The process of assessing the recoverability of specific properties
within its inventory has yet to be completed by the company.

The company disclosed that the conclusion to record the charge was
due to the change in market dynamics in the homebuilding industry,
which caused a decline in the fair value of certain inventory
positions and changes in the company's strategy concerning certain
projects that no longer meet investment return hurdle rates.  The
company's management reviewed the conclusion with its Audit and
Compliance Committee.

KB Home's inventory consists of homes, lots and improvements in
production and land under development.

                Restatement of Financial Statements

The company's subcommittee of the audit and compliance committee
and its independent legal counsel conducting an investigation into
its past stock option practices had concluded that the company
used incorrect measurement dates for financial reporting purposes
for annual stock option grants for the fiscal years 1999 to 2005.
The company expects the incremental non-cash compensation expense
arising from the errors will not likely exceed an aggregate of
$50 million and tax provision to increase.

Total incremental non-cash compensation expense is estimated to be
approximately $41 million with approximately $36 million
attributable to periods covered by previously-issued financial
statements and approximately $5 million attributable to future
periods.  Further, the company expects that the total related tax
impact associated with Section 162(m) of the Internal Revenue Code
will consist of a balance sheet-related component and an income
tax provision impact.

While the company has not yet finalized the amount of the tax
effects, it currently estimates that its balance sheet will be
impacted by an increase of approximately $60 million in
liabilities with a corresponding decrease in stockholders' equity,
and its income tax provision will increase by approximately
$15 million.

The company's management, in consultation with its audit and
compliance committee and after discussion with Ernst & Young LLP,
determined that the company's previously issued financial
statements and any related reports of its independent registered
public accounting firm for the fiscal years ended Nov. 30, 2003,
2004 and 2005, and the interim financial statements included in
its quarterly reports on Form 10-Q for the quarters ended
Feb. 28, 2006 and May 31, 2006, should no longer be relied upon
and will be restated.

Headquartered in Los Angeles, California, KB Home (NYSE: KBH)
-- http://www.kbhome.com/-- is a homebuilder with domestic  
operating divisions in some of the fastest-growing regions and
states: West Coast-California; Southwest-Arizona, Nevada and New
Mexico; Central-Colorado, Illinois, Indiana and Texas; and
Southeast-Florida, Georgia, North Carolina and South Carolina.
Kaufman & Broad S.A., the Company's publicly traded French
subsidiary, a homebuilding company in France.  It also operates KB
Home Mortgage Company, a full-service mortgage company for the
convenience of its buyers.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 27, 2006,
Standard & Poor's Ratings Services placed its BB+ corporate
credit, BB+ senior unsecured, and BB- senior subordinated debt
ratings on KB Home on CreditWatch with negative implications.  The
CreditWatch listings affect $1.65 billion of senior notes and
$750 million of senior subordinated notes.

As reported in the Troubled Company Reporter on Sept. 15, 2006,
Fitch Ratings affirmed and revised the Rating Outlook to Stable
from Positive for KB Home's Issuer Default Rating 'BB+', Senior
unsecured debt and revolving credit facility 'BB+' and Senior
subordinated debt 'BB-'.


KUSHNER-LOCKE: Can Access Lender's Cash Collateral Until May 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
allows The Kushner-Locke Company and its debtor-affiliates to use
cash collateral securing repayment of their debt to JPMorgan Chase
Bank and other lenders, from Dec. 1, 2006 through Jan. 31, 2006.

The Debtors are permitted to use the cash collateral from
Feb. 1, 2007, through May 31, 2007, if the lenders provide written
consent in accordance with the submitted or a newly proposed
budget.

As reported in the Troubled Company Reporter on May 15, 2006, the
Debtors owed the bank lenders approximately $67 million, plus
around $8.9 million in accrued interest and other fees, when they
filed for bankruptcy.  The debt is secured by a lien on
substantially all of the Debtors' assets.

The Debtors will use the cash collateral in accordance with this
budget http://researcharchives.com/t/s?1727

To provide the bank lenders with adequate protection, the Debtors
grant replacement liens and security interests to the extent of
any diminution in value of their collateral pursuant to Sections
361 and 363 of the Bankruptcy Code.

Headquartered in Los Angeles, California, The Kushner-Locke
Company is a low-budget movie production studio.  The Company,
along with its debtor-affiliates filed for chapter 11 protection
on Nov. 21, 2001 (Bankr. C.D. Calif. Case No. 01-44828).  Charles
D. Axelrod, Esq., at Stutman, Treister & Glatt, P.C., and Mara
Morner-Ritt, Esq., in Santa Monica, Calif., represent the Debtors
in their restructuring efforts.


LARGE SCALE: Court Confirms 1st Amended Joint Plan of Liquidation
-----------------------------------------------------------------
The Honorable Michael S. McManus of the U.S. Bankruptcy Court for
the Eastern District of California has confirmed the First Amended
Joint Plan of Liquidation of Large Scale Biology Corporation,
Large Scale Bioprocessing Inc., and Predictive Diagnostics Inc.

Judge McManus determined that the Modified Plan satisfies the
standards for confirmation under Section 1129(a) of the Bankruptcy
Code.

                       Liquidation of Assets

The Debtors' assets will be combined and vested in the
Consolidated Debtor on the plan effective date to make
distributions under the Plan.  The Consolidated Debtor, acting
through a Plan Administrator, will liquidate assets of the
Estates.

Randy Sugarman was appointed Plan Administrator to oversee the
liquidation and distribution of the Debtors' assets.

Liquidation may include:

   (a) merger or consolidation of the Debtors, or any one of them,
       with one or more persons,

   (b) sale of all or part of the property of the Estates,

   (c) distribution of property to those having an interest in the
       property, or

   (d) the transfer of all or any part of the property of the
       Estates, or any one of them, to one or more entities,
       whether organized before or after the confirmation of the
       Plan.

The Consolidated Debtor is authorized to pay all post-confirmation
liquidation expenses without further Court order.

As reported in the Troubled Company Reporter on July 4, 2006, on
the plan effective date or as soon as practicable, the
Consolidated Debtor will use cash on hand from the liquidation of
assets to pay in full all allowed Administrative Claims,
Professional Claims, Pre-petition Tax Claims, and Priority Claims.

As funds become available that are not necessary to fund
liquidation costs, the Consolidated Debtor will make distributions
to other creditors and interest holders in the order of priority
set forth in the Plan, which follows the priority scheme set forth
in and required by the Bankruptcy Code.

The Debtors anticipate that the liquidation will occur over the
period of at least nine months to one year.

                        Treatment of Claims

The Debtors said that the secured claims of Kevin Ryan and Earl L.
White, Ph.D., will be paid in full using proceeds of the sale of
the collateral securing their obligations.  Deficiencies will be
treated as general unsecured claims.

Seneca Meadows Corporate Center III is the landlord for premises
known as Building #7 in Seneca Meadows Corporate Center in
Germantown, Maryland, under a lease dated July 26, 2000, with
Large Scale Biology, which includes a deposit in the form of a
letter of credit.  The Debtors say that Seneca Meadows will retain
all rights to its collateral under the terms of the lease.

Holders of General Unsecured Claims will have their claims paid or
satisfied in full using unencumbered funds from the sale proceeds
of the Debtors' assets after:

    * payment in full of Administrative Claims, Priority Claims,
      Pre-Petition Tax Claims, and Professional Claims; and

    * reservation of sufficient funds to pay for all post-
      confirmation liquidation expenses.

The Debtors said that if there are sufficient unencumbered funds
to do so, general unsecured claimants will be entitled to interest
at the legal rate as of the effective date from the date the
Debtors filed for bankruptcy until paid in full.  Otherwise,
holders will receive their pro rata share from the unencumbered
funds.

All warrants and stock options of Large Scale Biology, Large Scale
Bioprocessing Inc., and Predictive Diagnostics Inc. will be
cancelled pursuant to the Plan.

                         Satisfied Claims

The Debtors disclosed that the secured claim of Agility Capital
LLC has been satisfied in full through a $650,000 payment using
the proceeds of the sale of the Owensboro Facility and related
assets, pursuant to a Court-approved settlement agreement between
Agility and the Debtors.

Kentucky Technology Inc., Robert Erwin, IRA, and Kevin Ryan,
IRA's secured claims have also been satisfied in full using the
proceeds of the sale of the Owensboro Facility and related assets.

A full-text copy of the Debtors' First Amended Liquidation Plan is
available for free at http://ResearchArchives.com/t/s?1731

Headquartered in Vacaville, California, Large Scale Biology
Corporation -- http://www.lsbc.com/-- developed, manufactureed  
and sold plant-made pharmaceutical proteins and vaccines.  LSBC
and its debtor-affiliates filed for chapter 11 protection on
Jan. 9, 2006. (Bankr. E.D. Calif. Case No. 06-20046).  Paul J.
Pascuzzi, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi,
represent the Debtors.  Donna T. Parkinson, Esq., in Sacramento,
California, represents the Official Committee of Unsecured
Creditors.  At June 30, 2006, Large Scale Biology Corp.'s balance
sheet showed total assets of $19,733,999 and total debts of
$8,895,285.


LEAP WIRELESS: Completes $31.8-Mil. Spectrum License Acquisition
----------------------------------------------------------------
Leap Wireless International Inc. has completed the acquisition
of 13 spectrum licenses from Urban Comm-North Carolina Inc.,
Debtor-in-Possession, for $31.8 million in cash.  The licenses,
covering more than 4.9 million POPs, span markets across North and
South Carolina.  Leap currently offers its Cricket service and
Jump Mobile service in Charlotte and the Triad area of North
Carolina.

Leap purchased 10 MHz of spectrum under the sale agreement in each
of these markets:

   * North Carolina: Asheville-Hendersonville, Burlington,     
                     Goldsboro-Kinston, Greenville-Washington,
                     New Bern, Raleigh-Durham, Roanoke Rapids and
                     Rocky Mount-Wilson.

   * South Carolina: Florence, Myrtle Beach, Orangeburg, Sumter,
                     and Charleston With the completion of this
                     purchase, Leap owns wireless licenses
                     covering approximately 9 million potential
                     customers in North and South Carolina.

"With the acquisition of these 13 spectrum licenses, we are
well positioned to further expand our wireless services into new
markets in North and South Carolina during 2007," said Doug
Hutcheson, Leap's president and chief executive officer.  
"Adding Raleigh-Durham and the other new markets to our spectrum
portfolio continues our clustering strategy implementation, which
provides even more value to our customers.  When coupled with our
unlimited services for voice and the growing portfolio of data
services, we believe the Carolinas offer another exciting
opportunity for the business."

                       About Leap Wireless

Based in San Diego, California, Leap Wireless International, Inc.,
(NASDAQ:LEAP) -- http://www.leapwireless.com/-- is a customer-
focused company providing innovative mobile wireless services
targeted to meet the needs of customers under-served
by traditional communications companies.  With the value of
unlimited wireless services as the foundation of its business,
Leap pioneered both the Cricket(R) and Jump(TM) Mobile services.  
Through a variety of low, flat rate, service plans, Cricket
service offers customers a choice of unlimited anytime local voice
minutes, unlimited anytime domestic long distance voice minutes,
unlimited text, instant and picture messaging and additional
value-added services over a high-quality, all-digital CDMA
network.  Designed for the urban youth market, Jump Mobile is a
unique prepaid wireless service that offers customers free
unlimited incoming calls from anywhere with outgoing calls at an
affordable 10 cents per minute and free incoming and outgoing text
messaging.  Both Cricket and Jump Mobile services are offered
without long-term commitments or credit checks.

                         *     *     *

As reported in the Troubled Company Reporter on May 3, 2006,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior secured debt ratings on San Diego, California-
based wireless carrier Leap Wireless International Inc., and
removed them from CreditWatch.  The outlook is stable.  Total debt
as of Dec. 31, 2005, was $594 million.


LIME ENERGY: Posts $4.1 Mil. Net Loss in 2006 Third Quarter
-----------------------------------------------------------
Lime Energy Company, fka Electric City Corp., has filed its
quarterly financial statements for the three-month period ended
Sept. 30, 2006.

The company reported a $4,117,510 net loss on $2,130,158 of
revenues for the quarterly period ended Sept. 30, 2006, compared
to a net loss of $2,014,095 on $1,123,360 of total revenues in the
same prior year period.

Lime Energy's total revenue for the three-month period ended Sept.
30, 2006 increased $1,006,798 to $2,130,158, or 89.6%, as compared
to $1,123,360 for the three month period ended Sept. 30, 2005.  
The increase was generated by its Energy Services segment, which
was created with the acquisition of Parke effective June 30, 2006.  
Total revenue for the Energy Technology segment decreased
slightly, from $1,123,000 to $1,110,000.

Cost of sales for the three-month period ended Sept. 30, 2006
increased $394,673 to $1,592,613, or 32.9%, from $1,197,940 for
the three-month period ended Sept. 30, 2005.  The increase in cost
of sales was due to the increase in sales.

At Sept. 30, 2006, the company's balance sheet showed $27,548,721
in total assets, $6,411,855 in total liabilities, and $21,136,866
in stockholders' equity, compared to $17,098,974 in total assets,
$12,721,337 in total liabilities, and $4,377,637 in stockholders'
equity at Dec. 31, 2005.

The company has experienced operating losses and negative cash
flow from operations since inception and currently has an
accumulated deficit.  The company's management has recently raised
additional funds and is continuing to work to improve
profitability through efforts to expand its business in both
current and new markets.

A full-text copy of the company's financial statements for the
quarterly period ended Sept. 30, 2006, is available for free at

              http://researcharchives.com/t/s?1724

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 30, 2006,
BDO Seidman, LLP, expressed substantial doubt about Electric City
Corp.'s ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2005
and 2004. The auditing firm pointed to the company's recurring
losses from operations.

                       About Lime Energy

Headquartered in Elk Grove Village, Illinois, Lime Energy Company,
fka Electric City Corp. -- http://www.lime-energy.com/--  
develops, manufactures and integrates energy savings technologies
and performance monitoring systems.  Lime Energy is comprised of
three integrated operating companies that provide customers with
total energy solutions.  With thousands of customer installations
across North America, Lime Energy has been reducing customers'
operating costs for over 20 years.  By linking its customers'
sites, the Company is developing large-scale, dispatchable, demand
response systems we call Virtual Negawatt Power Plan.  The company
is developing its first VNPP(R) development - a 50-Megawatt
negative power system for ComEd in Northern Illinois, a second 27
Megawatt system with PacifiCorp in the Salt Lake City area, and a
pilot program in Ontario, Canada with Enersource.


LODGENET ENTERTAINMENT: Moody's Holds Corp. Family Rating at B1
---------------------------------------------------------------
Moody's revised LodgeNet's outlook to stable from positive,
affirmed the corporate family rating, and put individual security
ratings on review for downgrade, after the disclosure by LodgeNet
of its acquisition of On Command for $380 million.

LodgeNet is expected to pay $332 million is cash and expected to
receive $23.35 million from the sale of its stock to a private
investment firm to help finance this transaction.

LodgeNet also has committed financing.  Moody's will closely
monitor the developments, including likely justice department
scrutiny, and will comment further as appropriate.

LodgeNet leverage is expected to increase to approximately 3.9x
debt-to- EBITDA pro forma transaction, compared to 3.1x for the
company prior to the announced acquisition.  

Moody's expect that additional financial risk for the company
could be partially offset by the operational benefits of the
combined entity.

Assuming that all additional debt will be financed via increase in
senior secured loans, ratings for individual securities could
decline by one or two notches.  If the financing for the
acquisition was provided by additional subordinated notes, rather
than secured debt, none of the individual securities ratings would
likely change.

LodgeNet's B1 corporate family rating continues to reflect
significant exposure to the lodging industry's inherent
cyclicality, seasonality and volatility, as well as the company's
dependence on the quality of Hollywood product, extensive need for
capital investment, and thin interest coverage after capital
expenditures.  

The rating is supported by LodgeNet's large installed room base
and the consequent advantages of scale, growing free cash flow,
and diversification from the new revenues streams, such as from
services to healthcare facilities and travel centers.

These are the complete rating actions:

Affirm:

   -- Corporate Family Rating B1
   -- Probability of Default Rating B1
   -- Outlook is Stable

On Review for Downgrade:

   -- Senior Secured Revolver Ba1, LGD2, 16%
   -- Senior Secured Term Loan Ba1, LGD2, 16%
   -- 9.5% Senior Sub Notes, B2, LGD5, 72%

LodgeNet Entertainment Corporation provides cable, video-on-demand
and video game entertainment services to the lodging industry.  
LodgeNet maintains its headquarters in Sioux Falls, South Dakota.


MICHAEL LEMBO: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Michael R. Lembo, Jr., Esq.
        575 Freetown Highway
        P.O. Box 8
        Modena, NY 12548

Bankruptcy Case No.: 06-36329

Chapter 11 Petition Date: December 1, 2006

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Lewis D. Wrobel, Esq.
                  12 Raymond Avenue
                  Poughkeepsie, NY 12603
                  Tel: (845) 473-5411
                  Fax: (845) 473-3430

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Distasi Moriello & Murphy     Legal Fees                  $2,000
400 Upper North Road
Rout 9W
P.O. Box 915
Highland, NY 12528

Hanig, Handel & Associates    Legal Services              $1,333
22 Ibm Road, Suite 210
Poughkeepsie, NY 12601

Town of Plattekill            Fine                        $1,100
1915 Route 44/55
Modena, NY 12548


MSC MEDICAL: Growth Plan Shortfalls Cue Moody's Negative Outlook
----------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
of MSC-Medical Services Company.

The rating agency affirmed all other ratings.

The rating outlook has been changed to negative from stable.

Affirmed:

   -- $150 million Senior Secured Second Lien Notes, due 2011,
      rated B3, LGD3, 46%;

   -- Corporate Family Rating, rated B3; and,

   -- Probability of Default Rating, rated B3.

Changed the outlook to negative from stable.

The company's rating outlook is negative because it has not met
the business plan and strategies for growth set forth at the time
of the initial rating on the basis of top-line revenues, gross
margins and EBITDA generation.

The outlook or ratings could improve if the company is able to
sustain top-line revenue growth achieved during 2006 year-to-date,
stabilize its collection process and improve the turnover in its
accounts receivables base, resulting in consistently positive free
cash flow, quarter-to-quarter.

The outlook or ratings could be upgraded if the company is able to
consistently improve gross and EBITDA margins such that interest
coverage exceeds 1.2 times with resulting, sustained, positive
free cash flow to total debt on the order of 3% to 5%.

MSC-Medical Services Company, based in Jacksonville, Florida, is
one of the largest independent procurement providers of ancillary
healthcare products and services to the U.S worker's compensation
industry.  The firm arranges for the provision of medical products
and services to injured workers on behalf of insurance companies,
third-party administrators, self-insured corporations, and
government entities.

For the twelve months ended Sept. 30, 2006 the company generated
$320 million in revenue.


MSDWMC OWNER: Losses Cue Moody's to Cut Ratings on 5 Note Classes
-----------------------------------------------------------------
Moody's Investors Service downgraded five classes and confirmed
one class of notes issued by MSDWMC Owner Trust 2000-F1.

These are the rating actions:

   * MSDWMC Owner Trust 2000-F1

   -- $11,706,000 Class B Notes, rated A3, confirmed;
   -- $9,950,000 Class C Notes, downgraded from Baa3 to Ba1;
   -- $2,927,000 Class D Notes, downgraded from Ba1 to Ba3;
   -- $9,365,000 Class E Notes, downgraded from B1 to B3;
   -- $1,756,000 Class F Notes, downgraded from B2 to Caa1; and.
   -- $4,683,000 Class G Notes, downgraded from Caa2 to Ca.

The ratings actions are a result of recent developments in the
collateral pool, including losses realized several months ago, as
well as further losses expected in relation to an obligor in
receivership.  The actions reflect the degree to which these
developments impact the credit quality of the Notes.

The Class A notes are rated Aaa based on an insurance policy from
MBIA Insurance Corp. and are not affected by the ratings action.

The underlying securitized loans were originated by Franchise
Finance Corporation of America and Morgan Stanley Dean Witter
Mortgage Capital.  FFCA was acquired by GE Capital and is now GE
Capital Franchise Finance.  MSDWMC originated loans through
American Commercial Capital.  WFCC currently services the MSDWMC
originated loans while GECFF is the servicer on FFCA originated
loans.


NATIONAL LAMPOON: Jeff Gonzalez Resigns as Chief Financial Officer
------------------------------------------------------------------
National Lampoon Inc.'s interim chief financial officer, Jeff
Gonzalez, has submitted his resignation effective Dec. 15, 2006.

Mr. Gonzalez began providing services on April 10, 2006, to the
company as its principal accounting officer pursuant to an
agreement entered into with Shorelight Partners Inc., a management
consulting firm.

Mr. Gonzalez is a principal in Shorelight Partners, Inc. and has
been employed by it since September 2002.  Mr. Gonzalez was the
chief financial officer of Interplay, a publicly traded video game
software publisher, which he joined in 2001.  From 2000 to 2001,
Mr. Gonzalez was the chief financial officer for 2k-Media USA,
Inc., a subsidiary of a German motion picture production and
distribution company.  From 1998 to 2000, Mr. Gonzalez was the
chief financial officer for Trimark Holdings, Inc., a publicly
traded film distribution and production company.

National Lampoon Inc. -- http://www.nationallampoon.com/--   
(AMEX:NLN) fka J2 Communications Inc. is active in a broad array
of entertainment segments, including feature films, television
programming, interactive entertainment, home video, audio CDs and
book publishing.  The Company owns interests in all major National
Lampoon properties, including National Lampoon's Animal House, the
National Lampoon Vacation series and National Lampoon's van
Wilder.  The National Lampoon Network serves over 600 colleges and
universities throughout the U.S. and reaches as many as 4.8
million 18-to-24-year-old college students.  It has four operating
divisions: National Lampoon Network, Entertainment Division,
Publishing Division and Licensing Division.

J2 Communications Inc. was engaged in the acquisition,
production and distribution of videocassette programs for retail
sale.  In 1991, J2 acquired all of the outstanding shares of
National Lampoon, Inc., and subsequent to J2's acquisition of NLI,
it de-emphasized its videocassette business and publishing
operations and began to focus on exploitation of the National
Lampoon(TM) trademark.  J2 reincorporated in Delaware under the
name National Lampoon, Inc., in November 2002.

                        Going Concern Doubt

Stonefield Josephson, Inc. expressed substantial doubt about
National Lampoon, Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended July 31, 2006.  The firm pointed to the company's
net loss and negative working capital.


NORD RESOURCES: Sept. 30 Balance Sheet Upside-Down by $4.3 Million
------------------------------------------------------------------
Nord Resources' Sept. 30, 2006 balance sheet showed $4.6 million
in total assets and $8.9 million in total liabilities, resulting
in a $4.3 million total stockholders' deficit.  The company's
balance sheet also showed strained liquidity with $1.9 million in
total current assets available to pay $8.7 million in total
current liabilities.

The company reported a $354,245 net loss for the third quarter
ended Sept. 30, 2006, compared with a $871,752 net loss for the
same period in 2005.

The company did not have any sales during the three and nine
months ended Sept. 30, 2006 and 2005 as the Johnson Camp mine was
on a care and maintenance program during said periods.

The decrease in net loss is mainly due to a $1.9 million
miscellaneous income from the settlement agreement with Titanium
Resource Group in August 2006 in connection with the sale of the
company's remaining 13/15 fractional interest in SRL Acquisition
No. 1 Limited, partly offset by the increase in operating expenses
from $643,573 for the three months ended Sept. 30, 2005, to
$2 million for the three months ended Sept. 30, 2006.

The increase in operating expenses is due primarily to a $450,362
increase in professional fees related to the preparation of the
company's recent SEC filings under the Exchange Act, other
activities undertaken by the company to bring the Johnson Camp
mine into production and the negotiation and due diligence
investigations relating the acquisition of the company by Platinum
Diversified Mining Inc.  The acquisition of the company has been  
approved by the shareholders of Platinum Diversified Mining Inc.

Full-text copies of the company's consolidated financial
statements are available for free at:

               http://researcharchives.com/t/s?171c

                       Going Concern Doubt

As reported in Aug. 3, 2006, Mayer Hoffman McCann PC expressed
substantial doubt about Nord's ability to continue as a going
concern after it audited the company's financial statements for
the years ended Dec. 31, 2005 and 2004.  The auditing firm pointed
to the company's significant operating losses.                     
                       
Nord Resources Corporation (Pink Sheets: NRDS) --
http://www.nordresources.com/-- is an emerging copper producer  
which controls a 100% interest in the Johnson Camp SX-EW copper
project in Arizona.  Based in Tucson, Nord's near term objective
is to resume mining and leaching operations at the Johnson Camp
mine, which has been on care and maintenance status since August
2003.  Nord has decided to proceed with its mine plan bases on an
updated feasibility study that was completed in October 2005,
subject to raising sufficient financing.


NORD RESOURCES: Platinum Shareholders Approve Merger Transaction
----------------------------------------------------------------
Mr. Ronald A. Hirsch, Chairman of the Board of Directors of Nord
Resources Corporation, disclosed that Platinum Diversified Mining
Inc.'s shareholders have approved Platinum's proposed acquisition
of Nord in the all-cash merger transaction.  The extraordinary
meeting of Platinum's shareholders was reconvened and held at 6:00
p.m. (United Kingdom time) on Dec. 12, 2006.

Completion of the merger and re-admission of the issued share
capital of Platinum to trading on AIM remain conditional, among
other things, on the approval of the merger agreement and the
merger by Nord's stockholders at the special meeting of
stockholders due to be held at 620 East Wetmore Road, Tucson,
Arizona 85705 on Dec. 20, 2006, at 10:00 a.m. Arizona time.

                        The Merger Agreement

The merger will be completed pursuant to an agreement and plan of
merger dated Oct. 23, 2006 between Nord, Platinum, Platinum
Diversified Mining USA, Inc., and PDM Merger Corp.  PDM Merger is
a wholly-owned subsidiary of Platinum USA, which in turn is a
wholly-owned subsidiary of Platinum.  If the merger is completed,
PDM Merger will merge with and into Nord, with Nord continuing as
the surviving corporation and a wholly-owned subsidiary of
Platinum USA.

The merger has been approved by a special committee of Nord's
board of directors comprised of independent directors who
considered a fairness opinion of an independent financial advisor
in reaching their determination.  

Upon completion of the merger, stockholders of Nord will receive:

   * a cash amount based on the aggregate merger consideration to
     be paid Platinum net of a holdback of $3 million.  This cash
     amount is referred to as the "per share merger
     consideration".  Nord estimates that the per share merger
     consideration will equal $1.20 per share.  Payment of the per
     share merger consideration will be made upon consummation of
     the merger; and

   * a contingent right to receive a pro rata share of the amount
     remaining, if any, of the $3 million holdback amount after
     the expiry of a six month holdback period, which is referred
     to as the "per share net holdback consideration".  Nord
     estimates that the per share net holdback consideration will
     equal $0.07 per share, prior to deduction of fees and
     expenses associated with the escrow arrangement for the
     holdback, if there are no claims for damages made against the
     holdback amount.  Payment of the per share net holdback
     consideration will be made upon expiry of the holdback or
     upon resolution of all claims for damages, if there are any
     claims for damages outstanding when the holdback period
     expires.

Accordingly, stockholders of Nord will receive an aggregate of
$1.27 per share, prior to deduction of fees and expenses
associated with the escrow arrangement for the holdback, if there
are no claims for damages made during the holdback period.

                        Going Concern Doubt

As reported in Aug. 3, 2006, Mayer Hoffman McCann PC expressed
substantial doubt about Nord's ability to continue as a going
concern after it audited the company's financial statements for
the years ended Dec. 31, 2005 and 2004.  The auditing firm pointed
to the company's significant operating losses.                     
                       
Nord Resources Corporation (Pink Sheets: NRDS) --
http://www.nordresources.com/-- is an emerging copper producer  
which controls a 100% interest in the Johnson Camp SX-EW copper
project in Arizona.  Based in Tucson, Nord's near term objective
is to resume mining and leaching operations at the Johnson Camp
mine, which has been on care and maintenance status since August
2003.  Nord has decided to proceed with its mine plan bases on an
updated feasibility study that was completed in October 2005,
subject to raising sufficient financing.


ORANGE COUNTY: Robert Franz Appointed as Deputy CEO/CFO
-------------------------------------------------------
Orange County executive officer Thomas G. Mauk has appointed
Robert Franz as Deputy chief executive officer/chief financial
officer for the County of Orange.  The appointment is effective
Jan. 8, 2007.

Mr. Franz has been the Director of Administrative Services for the
City of Glendale since 1998.  His responsibilities there included
Finance, Budget, Human Resources and Labor Relations, Risk
Management, Purchasing and Graphics.

Before joining the City of Glendale, he also served in key
management positions in the Cities of Huntington Beach and
Montebello.

In addition, Mr. Franz has more than 35 years of experience as a
public sector finance professional.  He earned his Bachelor of
Arts degree in Mathematics from Occidental College and his
Master's Degree in Business Administration from the University of
Southern California.  Mr. Franz is a resident of the City of
Huntington Beach.

"This position is the cornerstone of effective, financial
management for the County and we are fortunate to have a solid
professional like Franz joining our team," Mr. Mauk said.

"He has a proven track record for accomplishing the most
challenging goals and successfully developing long range financial
plans."

Orange County -- http://www.oc.ca.gov/-- in located in  
California.

                           *     *     *

Moody's Investors Service affirmed March 28, 2005, the Ba1 rating
on Orange County Housing Finance Authority's $7.5 million of
outstanding Multifamily Housing Revenue bonds, Series 2000A
(Maitland Oaks and Hollowbrook Apartments).  Moody's says the
outlook on the bonds remains negative.


ORBITAL SCIENCES: Earns $8.6 Million in 2006 Third Quarter
----------------------------------------------------------
Orbital Sciences Corp. reported preliminary financial results for
the third quarter and first nine months of 2006.  

Net income for the third quarter of 2006 was $8.6 million, up from
$6.8 million in the third quarter of 2005.  Net income for the
first nine months of 2006 was $27.2 million, compared to $20.5
million in the same period of 2005.

Orbital's third quarter revenues increased 24% to $197.7 million
in 2006, compared to $159.3 million in 2005.  The company's third
quarter operating income rose 25% to $15.3 million in 2006, as
compared to $12.2 million in 2005.  

The third quarter increase in revenues was primarily due to a 58%
increase in satellites and space systems segment revenues, driven
by growth in the communications satellites product line related to
progress on several new satellite contracts awarded in 2005.  
Launch vehicles segment revenues decreased 11% due to lower
revenues from the interceptor launch vehicle and target vehicle
product lines, partially offset by higher revenues from the space
launch vehicle product line.  Transportation management systems
segment revenues increased 46% largely driven by work on several
new contracts started in 2005 and early 2006.

Commenting on Orbital's third quarter 2006 results, Mr. David W.
Thompson, Chairman and Chief Executive Officer, said, "The company
generated strong across-the-board financial results this past
quarter.  Of particular significance were robust revenue growth
and profit margin expansion in our satellite business, continued
solid free cash flow, and exceptional new orders and contract
backlog."

For the first nine months of 2006, Orbital reported $586.8 million
in revenues, up 16% over the same period last year, primarily due
to a 38% increase in satellites and space systems segment revenues
that was driven by growth in the communications satellites product
line.  Launch vehicles segment revenues decreased 7% primarily due
to lower revenues from the interceptor and target vehicle product
lines, partially offset by higher revenues from the space launch
vehicle product line.  Transportation management systems segment
revenues increased 36% largely driven by the work on several new
contracts started in 2005 and early 2006.

At Sept. 30, 2006, the company's balance sheet showed $746,409 in
total assets, $318,833 in total liabilities, and $427,576 in total
stockholders' equity.

The company reported free cash flow of $21.0 million for the third
quarter of 2006 and $75.2 million for the first nine months of
2006.  Orbital's unrestricted cash balance increased to $233.0
million as of Sept. 30, 2006. In the first nine months of 2006,
Orbital repurchased 1.1 million shares of its common stock for
$16.2 million as part of the company's 12-month, $50 million
securities repurchase program which began in April 2006.

                  Stock-Based Compensation Review

In the third quarter, the company's Board of Directors established
a special committee to conduct a review of stock option and
restricted stock unit grants and related procedures dating from
the time of the company's initial public offering in 1990 to the
present.  The special committee is being assisted by independent
legal counsel and accounting consultants.  This company-initiated
review is substantially complete and the special committee has
concluded that there was no fraud or intentional misconduct in its
past stock-based compensation practices.

As a result of the stock-based compensation review, Orbital has
determined that incorrect accounting measurement dates were used
for a number of grants.  Accordingly, the company expects to
revise prior period financial statements to record non-cash
compensation expenses that should have been recorded with respect
to the misdated options.  

Based on Orbital's current analysis and assessment, the company
does not expect that such adjustments will be material to any of
its current financial statements for periods subsequent to the
year ended Dec. 31, 2000.  Since the adjustments to the current
financial statements are not expected to be material, the company
does not expect to file any amended Forms 10-Q or Forms 10-K for
prior periods.  The revised prior period financial statements will
be reported when the company files its third quarter 2006 Form 10-
Q and 2006 Form 10-K.  The company expects to record pre-tax
compensation charges of approximately $300,000 in 2006, a total of
about $2.5 million in the five-year period 2001 through 2005 and a
total of about $11.5 million for all periods prior to 2001.

Orbital is in the process of assessing the impact of this matter
on its system of internal controls.

                       About Orbital Sciences

Orbital Sciences Corp. (NYSE: ORB) -- http://www.orbital.com/--  
develops and manufactures small rockets and space systems for
commercial, military and civil government customers.  he company's
primary products are satellites and launch vehicles, including
low-orbit, geosynchronous-orbit and planetary spacecraft for
communications, remote sensing, scientific and defense missions;
ground- and air-launched rockets that deliver satellites into
orbit; and missile defense systems that are used as interceptor
and target vehicles.  Orbital also offers space-related technical
services to government agencies and develops and builds satellite-
based transportation management systems for public transit
agencies and private vehicle fleet operators.

                       *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services assigned its B+ rating to the
company's $143.8 million 2.4375% convertible subordinated notes.
due 2027.


PANTRY INC: Earns $89.2 Million in Fiscal Year Ended September 28
-----------------------------------------------------------------
The Pantry Inc. reported net income of $89.2 million for the
fiscal year ended Sept. 28, 2006, compared with $57.8 million for
fiscal year ended Sept. 29, 2005.  The increase is primarily
attributable to increased income from operations.

Total revenue for fiscal 2006 was $6 billion, compared with
$4.4 billion for fiscal 2005, an increase of $1.5 billion, or
34.6%.  The increase in total revenue is primarily due to a 21%
increase in the average retail price of gasoline gallons sold, the
revenue of stores acquired in fiscal 2006 and the effect of a full
year of revenue from 2005 acquisitions of $776.1 million and
comparable store increases in merchandise sales of $57 million and
in gasoline gallons of 43.2 million.

Total gross profit was $799.1 million for fiscal 2006, compared
with $663.1 million for fiscal 2005, an increase of $136 million,
or 20.5%.  The increase is primarily attributable to the gross
profit contribution of stores acquired in fiscal 2006 and the
effect of a full year of gross profit contribution from 2005
acquisitions of $80.7 million, the increase in the company's
gasoline gross profit per gallon and its comparable store volume
increases.

Income from operations for fiscal 2006 was $202 million compared
with $148.5 million for fiscal 2005, an increase of $53.5 million,
or 36%.

EBITDA for fiscal 2006 was $283.8 million compared with
$215.7 million for fiscal 2005, an increase of $68.1 million, or
31.6%.

The company's debt, at Sept. 28, 2006, consisted primarily of
$204 million in loans under its senior credit facility,
$250 million of outstanding 7.75% senior subordinated notes,
$244.1 million of outstanding lease finance obligations and
$150 million of outstanding convertible notes.

At Sept. 28, 2006, the company's balance sheet showed
$1.587 billion in total assets, $1.250 billion in total
liabilities, and $337 million in total stockholders' equity.

A full text-copy of the company's annual report on Form 10-K may
be viewed at no charge at http://ResearchArchives.com/t/s?1716

Headquartered in Sanford, North Carolina, The Pantry, Inc.
(NASDAQ: PTRY) -- http://www.thepantry.com/--operates convenience  
store chains in the southeastern United States.  As of June 29,
2006, the Company operated 1,499 stores in eleven states under
select banners including Kangaroo Express(SM), its primary
operating banner.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service confirmed The Pantry Inc.'s B1 corporate
family rating in connection with the rating agency's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology.

In May 2006, Standard & Poor's Ratings Services raised its
corporate credit rating on The Pantry Inc. to 'BB-' from 'B+'.  At
the same time, the bank loan rating was raised to 'BB' from 'BB-',
with the recovery rating unchanged at '1', indicating expectations
for full recovery of principal in the event of a default.  The
subordinated debt rating was also raised to 'B' from 'B-'.  The
outlook was stable.


PATH 1: September 30 Balance Sheet Upside Down by $3.7 Million
--------------------------------------------------------------
Path 1 Network Technologies, Inc., has filed its quarterly
financial statements for the quarterly period ended Sept. 30,
2006.

At Sept. 30, 2006, the company's balance sheet showed $2,613,000
in total assets and $6,326,000 in total liabilities, resulting in
a $3,713,000 in stockholders' deficit.  The company reported
$3,883,000 in total assets, $4,540,000 in total liabilities, and
$657,000 in stockholders' at Dec. 31, 2005.

The company's September 30 balance sheet also showed strained
liquidity with $1,539,000 in total current assets available to pay
$3,395,000 in total current liabilities.

The company incurred a $1,142,000 net loss on $931,000 of revenues
for the quarterly period ended Sept. 30, 2006, compared to a net
loss of $3,010,000 on $404,000 of total revenues for the same
period in 2005.

From Jan. 30, 1998 through Sept. 30, 2006, Path 1 has accumulated
a total deficit of approximately $60 million.  As of Sept. 30,
2006, the company had negative working capital of approximately
$1.9 million and cash and cash equivalents of $389,000.

The company has also completed a $1 million non-convertible
revolving note financing with Laurus Master Fund Ltd., of which
the company drew down $916,000.  Pursuant to the agreement, Laurus
granted a loan to Path 1 of $600,000 in the form of an advance in
excess of the formula amount of the revolving note which is to be
repaid by Jan. 1, 2007.

The company relates that given its projected cash burn rate, it
will be required to raise additional capital in the very near
term.  The company is currently pursuing efforts to raise
additional capital and considering the sale of certain assets.

A full-text copy of the company's financial statements for the
quarterly period ended Sept. 30, 2006, is available for free at

              http://researcharchives.com/t/s?1723

                      Going Concern Doubt

Swenson Advisors, LLP, in New York, raised substantial doubt about
Path 1 Network Technologies Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's operating losses and inability to raise
additional capital.

                          About Path 1

Based in San Diego, California, Path 1 Network Technologies Inc.
-- http://www.path1.com/-- provides a variety of software and
services used for real-time, high-quality audio and video-on-
demand distribution over Internet Protocol.  Its Cx1000 broadcast
video gateway is used to transmit and receive ASI and SDI video
images over FastE and Gigabit Ethernet network interfaces.
Paulson Capital owns almost 14% of it.


PEABODY ENERGY: Moody's Rates $500-Mil. Junior Debentures at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned Peabody Energy Corporation's
proposed $500 million convertible junior subordinated debentures a
rating of Ba2.

Moody's also revised Peabody's outlook to stable from negative.

At the same time, Moody's affirmed Peabody's Ba1 corporate family
rating and the Ba1 senior unsecured rating on its existing
revolver, term loan and notes.  

The ratings reflect the overall probability of default of the
company, to which Moody's affirms a PDR of Ba1.

The convertible junior subordinated debentures rating of Ba2
reflects a loss given default of LGD6, 95%.  The senior unsecured
rating of Ba1 reflects a loss given default of LGD3, 47%.

Moody's also affirmed Peabody's SGL-1 Speculative Grade Liquidity
rating.  The revision in outlook reflects the 75% equity component
that Moody's credits to the "Basket D" convertible junior
subordinated debentures, and the related notional reduction in
debt.

The proceeds of the $500 million Debentures, along with proceeds
of the recent $900 million senior unsecured notes and drawings
under the company's term loan, are being used to provide the long
term funding of Peabody's recent acquisition of Australian coal
miner, Excel Coal Limited, for $1.9 billion, including assumption
of debt and fees.

The acquisition of Excel will significantly expand Peabody's
operation in Australia and its penetration of both the export
metallurgical and thermal coal markets.  Excel expects to increase
its production from about 6 million tons currently to 15 to 20
million tons in 2007 and 2008.

The Ba1 corporate family rating reflects Peabody's:

   -- favorable debt to EBITDA and good earnings ratios;

   -- diversified low-cost operations;

   -- extensive and geographically diversified reserves of high
      quality coal;

   -- strong management; and,

   -- portfolio of long-term coal supply agreements with a large
      number of electricity generation customers.

However, the rating also reflects the significant increase in debt
to fund the Excel acquisition, which increases Peabody's pro forma
Sept. 30, 2006 debt to EBITDA ratio to 3.4x from 2.3x, and, giving
equity credit of $375 million to the debentures, the debt to
capitalization ratio to 55.8% from 49.9%.  The rating also
considers the volatile nature of the coal mining business, and
operating and development cost pressures that could continue to
cons


PLASTIPAK HOLDINGS: Moody's Shifts Outlook to Positive from Stable
------------------------------------------------------------------
Moody's Investors Service changed the outlook for the ratings of
Plastipak Holdings, Inc. to positive from stable and concurrently
affirmed existing ratings including the B2 Corporate Family Rating
and the B3, LDG5, 77% for the $250 million guaranteed senior
unsecured notes due 2015.

The change of the ratings outlook to positive from stable
acknowledges the positive momentum the company has been
experiencing during a challenging period for the industry.

Despite weak results in the first quarter of 2006, primarily
because of softness in the North American operations and poor
performance in Brazil, Plastipak rebounded and achieved strong
consolidated operational results including good results in its
small subsidiaries - Clean Tech and Whiteline Express, Ltd.

The positive outlook reflects an expectation during the near to
intermediate term of continued reduction in financial leverage and
improvement in cash flow generation, which has been delayed due to
the company's spending on growth initiatives.

There is an expectation of further improvement in its revenue mix
as the company slowly reduces reliance on its more commoditized
product offering.

The outlook also recognizes the realized benefits from the
integration of the LuxPET acquisition, the recently successful
renegotiation of significant customer contracts, and the
maintenance of solid liquidity.

An upgrade in the ratings could be considered if the company
sustains and improves its financial profile such that free cash
flow is positive and secondarily, FCF to debt migrates into the
low-single digits.  The company should also maintain EBIT margins
in the mid-single digits, and EBIT interest coverage of at least
1.5x.

Absent an exogenous event, a change in the ratings outlook back to
stable is not likely to take place in the short to intermediate
term.  

However, should Plastipak evidence a weakened performance and an
inability to generate positive free cash flow and maintain
interest coverage of at least 1 time in the medium term, the
outlook could revert back to stable.  Additionally, a debt
financed acquisition resulting in a sizeable increase of leverage
or a significant unexpected use of cash could negatively impact
the ratings outlook.

Moody's also notes that the rating of the existing senior notes is
highly sensitive to any incremental increase in senior secured
debt.

The affirmation of Plastipak's B2 CFR reflects the company's good
market position measured by its size, diversified product
offering, and strong relationships with multi-national and well-
established customers.  Regardless of higher resin costs and some
volatility in performance from quarter to quarter, the company
continues to perform according to expectations.  However, the
company's credit metrics remain modest as evidenced by weak
interest coverage and negative free cash flow, while acquisition
risk remains a concern.

Moody's affirmed these ratings:

   -- B3 rating for the $250 million guaranteed senior unsecured
      notes due 2015, LGD-5, 77%;

   -- B2 Corporate Family Rating; and,

   -- B2 Probability of Default Rating.

The ratings outlook changed to positive from stable.

Plastipak Holdings, Inc. is a privately held leading manufacturer
of plastic packaging containers used by branded companies in the
beverage, food, personal care, industrial, and automotive
industries worldwide.  Headquartered in Plymouth, Michigan,
Plastipak Holdings, Inc. had revenues of roughly $1.43 billion for
the twelve months ended July 29, 2006.s


PREMIER DEVELOPMENT: Inks Pact with Adam Barnett to Settle Suit
---------------------------------------------------------------
Premier Development & Investment Inc. entered, on Dec. 12, 2006,
into a confidential settlement agreement and release with Adam
Barnett, who had previously filed a civil lawsuit against the
company and several other defendants.

Mr. Barnett filed on Nov. 9, 2005, a civil suit against the
company, its wholly owned subsidiary, Players Grille Inc., Stag
Financial Group Inc., Pegasus Air Group Inc., and Sitra Oil & Gas
Inc., seeking unspecified damages for breaching alleged but
unspecified "verbal contracts."

Under the terms of the agreement, Premier will:

   * Premier will transfer Players Grille's assets and liabilities
     to Mr. Barnett's designee, Restaurant Holdings LLC.  Premier
     estimates these assets and liabilities to be currently valued
     at approximately $750,000 and $300,000, respectively;

   * Premier will transfer to Mr. Barnett any and all claims,
     judgments, and remaining legal fees retainers in the case
     styled Premier Development & Investment Inc. v. Equitilink
     L.L.C., James J. Mahoney, Thomas M. Mahoney, and Shamrock
     Holdings (Civil Action No. 3:04-CV-0405-L in the U.S.
     District Court, Northern District of Texas, Dallas Division),
     which represents an off balance sheet asset of approximately
     of $876,000.

   * Mr. Barnett will release and waive any claims he may or may
     not have in Coconut Grove Group Ltd. and the disputed 20%
     interest in Coconut Grove Group Ltd. will be the sole
     property of Premier;

   * Mr. Barnett will cause his employee Victoria Wright to return   
     physical possession and waive any and all claims to ownership
     to the hijacked Internet domain http://www.premierdev.com/
     Mr. Barnett will retain possession and Premier waives any and
     all claims to ownership to the hijacked Internet domain
     http://www.playersgrille.com/

    * Mr. Barnett will waive all rights to any securities of
      Premier including common and preferred equities, options,
      warrants, rights, or derivatives;

    * Mr. Barnett will never buy, sell, trade, short sell,
      promote, or recommend trading in any securities of Premier.
      Furthermore, Mr. Barnett and his agents will return to
      Premier any securities presently in their possession.  Any
      securities recovered from Mr. Barnett and his agents, if
      any, will be retired and returned to Premier's treasury; and

    * A mutual and comprehensive global release of any and all
      claims and liabilities between Mr. Barnett and all
      defendants in this matter, thereby concluding any and all
      relationships, real or imagined, by and among Mr. Barnett,
      Premier, and all defendants.

Premier will be taking an estimated one-time write-down of
approximately $1,000,000 in the current fiscal quarter ending
Dec. 31, 2006, to account for the transfer of assets and related
costs.

Including this pending write-down, Premier has suffered
approximately $2.6 million in losses related to Mr. Barnett over
the past two fiscal years.

Management estimates that Premier will have approximately zero
asset while overall current liabilities (after giving effect to
additional legal fees and the transfer of the Players Grille
liabilities to Mr. Barnett in this settlement) of approximately
$1,000,000.  Management says stockholders' equity will most likely
be reduced to a deficit between $1,200,000 to $1,500,000.

Premier is no longer involved in any legal proceedings.

               About Premier Development & Investment

Premier Development & Investment Inc., is a publicly held
developer and operator of theme-based restaurant and bar concepts.
These concepts are enveloped internally and through partnerships
with other restaurant developers with the intent of building them
into full-fledged chains and franchise opportunities.

Premier owned and operated the Player's Grille Restaurant and
Bar(TM), a casual dining sports-themed concept based in Florida.

                        Going Concern Doubt

Baumann, Raymondo & Company PA in Tampa, Fla., raised substantial
doubt about Premier Development & Investment Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditing firm pointed to the company's operating
losses, working capital deficit, and additional funding to
implement its business plan.


PREMIER DEVELOPMENT: May Wind Up Business and Delist Shares
-----------------------------------------------------------
Premier Development & Investment Inc.'s board of directors met
with its controlling shareholders on Dec. 1, 2006, to discuss and
pass potential resolutions related to:

   (a) voluntary discontinuing its Securities and Exchange
       Commission filing requirements,

   (b) voluntary delisting its common stock from the public
       marketplace in a "going private" transaction,

   (c) terminating operations at its wholly owned subsidiary,
       Players Grille Inc., and

   (d) voluntary dissolving the company and the winding up its
       business activities and existence as a Nevada corporation.  

This meeting was adjourned without any actions taken to allow its
management to attempt to salvage Premier.

               About Premier Development & Investment

Premier Development & Investment Inc. is a publicly held
developer and operator of theme-based restaurant and bar concepts.
These concepts are enveloped internally and through partnerships
with other restaurant developers with the intent of building them
into full-fledged chains and franchise opportunities.

Premier owned and operated the Player's Grille Restaurant and
Bar(TM), a casual dining sports-themed concept based in Florida.

                        Going Concern Doubt

Baumann, Raymondo & Company PA in Tampa, Fla., raised substantial
doubt about Premier Development & Investment Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditing firm pointed to the company's operating
losses, working capital deficit, and additional funding to
implement its business plan.


REFCO INC: Judge Drain Confirms Modified Joint Chapter 11 Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed Dec. 15 the Modified Joint Chapter 11 Plan of Refco Inc.
and certain of its direct and indirect subsidiaries, including
Refco Capital Markets, Ltd., and Refco F/X Associates LLC,
enabling the companies' expeditious completion of an orderly wind-
up of their businesses.

"We are delighted to have achieved this milestone," said Harrison
J. Goldin, Refco's chief executive officer.  "It represents the
culmination of an arduous process, but provides the optimal
outcome for all involved."

Marc S. Kirschner, the Chapter 11 Trustee for Refco Capital
Markets added,  "We are committed to expediting the consummation
of the Plan and anticipate making a substantial distribution to
creditors before year end."

The Plan, which is premised on a series of interdependent
settlements and compromises, was supported by all the companies'
major constituencies, including both official committees of
unsecured creditors, secured lenders, bondholders, certain
customer groups and certain former equity holders; and it
represents the culmination over just 14 months of protracted
negotiations in one of the most complex bankruptcy cases in
history.

Under the terms of the settlements which form the basis for the
Plan, secured lenders who were owed $717.7 million were paid in
full in cash prior to confirmation of the Plan; bondholders are
expected to receive 83.4 cents on the dollar for their claims;
Refco Capital Markets' securities customers are expected to
receive approximately 85.6 cents on the dollar for their claims;
and general unsecured creditors are expected to receive between 23
and 37.5 cents on the dollar for their claims.  In addition,
shareholders and creditors of the company will have the
opportunity to participate in recoveries obtained by both the
Litigation Trust and Private Actions Trust, which will hold
certain litigation claims.

"It is a tribute to the excellent and focused job done by the
professionals representing all parties that a consensual plan
could be confirmed in such a short time in such an exceptionally
complex and highly litigious case" said J. Gregory St. Clair, an
attorney with the law firm of Skadden, Arps, Slate, Meagher & Flom
LLP, which represents Refco.  Mr. St. Clair added that he expected
the agreements outlined in the Plan to be effective by the end of
the year.

                          About Refco Inc.

Based in New York, Refco Inc. (OTC: RFXCQ) --
http://www.refco.com/-- is a diversified financial services  
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and $16.8 billion in debts to
the Bankruptcy Court on the first day of its chapter 11 cases.

On Oct. 6, 2006, the Debtors filed their Amended Plan and
Disclosure Statement.  On Oct. 16, 2006, the gave its tentative
approval on the Disclosure Statement and on Oct. 20, 2006, the
Court Clerk entered the written disclosure statement order.

The hearing to consider confirmation of Refco, Inc., and its
debtor-affiliates' plan is set for Dec. 15, 2006.  Objections to
the plan, if any, must be in by Dec. 1, 2006.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC,
is a regulated commodity futures company that has businesses in
the United States, London, Asia and Canada.  Refco, LLC, filed
for bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as
Refco Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner
is represented by Bingham McCutchen LLP.  RCM is Refco's
operating subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management
LLC, Refco Managed Futures LLC, and Lind-Waldock Securities LLC,
filed for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-11260 through 06-11262).

Refco Commodity Management, Inc., formerly known as CIS
Investments, Inc., a debtor-affiliate of Refco Inc., filed for
chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No.
06-12436).  RCMI's exclusive period to file a chapter 11 plan
expires on Feb. 13, 2007.


ROLAND PUGH: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Roland Pugh Construction, Inc.
        400 McFarland Blvd., Suite C-2
        Northport, AL 35476

Bankruptcy Case No.: 06-71769

Chapter 11 Petition Date: December 1, 2006

Court: Northern District Of Alabama (Tuscaloosa)

Judge: C. Michael Stilson

Debtor's Counsel: Kimberly B. Glass, Esq.
                  Maynard Cooper & Gayle PC
                  1901 Sixth Avenue North
                  2400 AmSouth/Harbert Plaza
                  Birmingham, AL 35203
                  Tel: (205) 254-1221
                  Fax: (205) 254-1999

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $50,000 to $100,000

Debtor's 12 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Reynolds Inliner, LLC         Subcontractor/             $65,935
1516 3rd St. W                Supplier
Birmingham, AL 35204

Russo Corporation             Subcontractor/             $30,378
P.O. Box 190048               Supplier
Birmingham, AL 35219          Job 40513 Five Mile
                              Creek Trunk Sewer
                              Replacement

Stone & Sons Electrical       Subcontractor/              $2,473
Contractors                   Supplier
2530 Queenstown Rd.           Job 40513 Five Mile
Birmingham, AL 35210          Creek Trunk Sewer
                              Replacement

State of Alabama              Case # CV-05-728-               $1
                              DCK

United States of America      Fine Case # CR 05-              $1
                              PT-61-S

Andy Pugh                     Potential 2005                  $1
                              Executive Bonus

Eddie Yessick                 Potential Deferred              $1
                              Executive Bonus &
                              Potential 2005
                              Executive Bonus

Fred Young                    Potential 2005                  $1
                              Executive Bonus

Grady Pugh                    Claim for Stock                 $1
                              Redemption

Jason Brown                   Potential 2005                  $1
                              Executive Bonus

Lauretta A. Harrell           Rate Payer Complaint            $1
                              in Intervention
                              Tax Payer Complaint
                              in Intervention

Mellissa Sahagun              Potential Deferred              $1
                              Executive Bonus


SCOTTS MIRACLE: Planned Recapitalization Prompts Moody's Review
---------------------------------------------------------------
Moody's Investors Service placed Scotts Miracle-Gro Company's
corporate family rating and senior subordinated ratings of Ba1 and
Ba2, respectively, under review for possible downgrade.

The review is prompted by the company's disclosure that it planned
to complete a leveraged recapitalization to include returning $750
million to its shareholders through share repurchases of up to
$250 million via a Dutch auction tender offer to be completed by
February 2007 and a special one-time cash dividend for the
balance, not to be less than $500 million.

While the proposed transactions remain subject to final board of
director approval, Scott's plans to finance these shareholder
initiatives with a new $2.1 - $2.3 billion secured revolving
credit and term loan facility.

In addition to refinancing the current bank facilities, Scott's
will use the remaining proceeds to launch a tender offer for its
$200 million 6 5/8% senior subordinated notes.

Upon the successful completion of the tender, Moody's will
withdraw its ratings on the senior subordinated notes.

"The review for downgrade reflects the potential for significantly
increased leverage and weakened debt protection measures as a
result of the proposed recapitalization," says Moody's Vice
President Janice Hofferber.

Moody's review will focus on:

   (1) the financial outlook for the company's core lawn and
       garden business including potential improvements in
       working capital and free cash flow;

   (2) the pace at which the company will be able to reduce
       leverage and improve its credit metrics following the
       recapitalization; and,

   (3) the prospect for further debt-financed shareholder value
       initiatives including acquisitions and share repurchases.

Ratings placed under review for possible downgrade are:

   -- Corporate family rating of Ba1,
   -- Probability of default rating of Ba1; and,
   -- $200 million senior subordinated notes of Ba2, LGD5, 93%.

The Scotts Miracle-Gro Company, with headquarters in Marysville,
Ohio, is a leading manufacturer and marketer of consumer lawn care
and garden products, primarily in North America and in Europe.  
The company also operates the Scotts Lawn Service business which
provides lawn and tree and shrub fertilization, insect control and
other related services in the United States.  Scotts sells
professional products to commercial nurseries, greenhouses,
landscape service providers and specialty crop growers in North
America and internationally.  Sales for the last twelve months
ended September 2006 were approximately $2.7 billion.


SIERRA CLO: Moody's Rates $16-Million Class B-2L Notes at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Sierra CLO II Ltd.:

   -- Aaa to $6,250,000 Class X Floating Rate Notes Due January
      2013;

   -- Aaa to $264,000,000 Class A-1L Floating Rate Notes Due
      January 2021;

   -- Aaa to $40,000,000 Class A-1LV Floating Rate Revolving
      Notes Due January 2021;

   -- Aa2 to $34,000,000 Class A-2L Floating Rate Notes Due
      January 2021;

   -- A2 to $23,000,000 Class A-3L Floating Rate Notes Due
      January 2021;

   -- Baa2 to $15,500,000 Class B-1L Floating Rate Notes Due
      January 2021; and,

   -- Ba2 to $16,000,000 Class B-2L Floating Rate Notes Due
      January 2021.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting mainly of Senior Secured
Loans due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Centre Pacific, LLC will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


SINCLAIR BROADCAST: Moody's Holds Corporate Family Rating at Ba3
----------------------------------------------------------------
Moody's Investors Service affirmed Sinclair Broadcast Group's Ba3
corporate family rating and assigned a Baa3 rating to its
subsidiary, Sinclair Television Group, Inc.'s new $225 million
Term Loan A-1 Facility.  

At the same time, Moody's affirmed the Baa3 ratings on Sinclair
Television Group, Inc.'s existing bank credit facilities, and
downgraded its 8% subordinated notes to B1 from Ba3.  

The rating actions comes after Sinclair's disclosure of plans to
fund the redemption of Sinclair Television Group, Inc.'s 8.75%
Senior Subordinated Notes due 2011 with a combination of bank
debt, a draw on its $175 million revolving credit facility and
cash on hand.

The ratings downgrade of the subordinated notes is based on
Moody's Loss Given Default methodology, and reflects the increase
in senior priority debt after the refinancing.

Sinclair's Ba3 corporate family rating reflects the company's high
debt to EBITDA leverage, risks associated with potential future
investments outside of the broadcasting sector and increasing
business risk associated with the broadcast television industry's
overall declining audience and the increasing diversification of
advertising spending over a growing number of media.

Sinclair's rating is supported by its strong EBITDA margins,
diverse geographic footprint, diverse network affiliations and
continued local market focus.  The rating is further supported by
the company's notable free cash flow generation anticipated over
the rating horizon.

Moody's has taken these ratings actions:

   * Sinclair Broadcast Group, Inc.

      -- Corporate Family Rating Affirmed at Ba3

      -- Probability of Default Rating Affirmed at Ba3

      -- 4.875% Convertible Senior Subordinated Notes due 2018
         Affirmed at B2, LGD6, 92%

   * Sinclair Television Group, Inc.

      -- Secured Revolver Affirmed at Baa3; from LGD1, 8% to
         LGD2, 12%

      -- Secured Term Loan A Affirmed at Baa3; from LGD1, 8% to
         LGD2, 12%

      -- Secured Term Loan A-1 Assigned Baa3; LGD2, 12%

      -- 8.75% Senior Subordinated Notes due 2011 Affirmed at
         Ba3.  Rating to be withdrawn upon completion of the
         redemption of the notes LGD4, 56%

      -- 8% Senior Subordinated Notes due 2012 Downgraded Ba3 to
         B1; from LGD4, 56% to LGD4, 66%

      -- Affirmed SGL-2 speculative grade liquidity assessment

The outlook remains stable.

Sinclair Broadcast Group, headquartered in Baltimore, Maryland, is
a television broadcaster, operating 58 television stations in 36
markets.


SKIPPERS INC: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Skippers, Inc.
        aka Skippers Seafood & Chowder
        170 West Dayton Street, Suite 204
        Edmonds, WA 98020

Bankruptcy Case No.: 06-14414

Type of Business: The Debtor operates more than 60 seafood
                  restaurants in Washington, Oregon, Idaho, Utah,
                  Montana and Alaska.
                  See http://www.skippers.net/

Chapter 11 Petition Date: December 12, 2006

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Christine M. Tobin, Esq.
                  James L. Day, Esq.
                  Bush Strout & Kornfeld
                  601 Union Street, Suite 5500
                  Seattle, WA 98101-2373
                  Tel: (206) 292-2110

Total Assets: $1,940,128

Total Debts:  $6,769,526

Debtor's 19 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
FSA WA                                     $413,483
P.O. Box 34006
Seattle, WA 98124

WA State Tax Commission                    $182,441
506 16th Avenue Southeast
Olympia, WA 98501

FSA OR                                     $166,386
P.O. Box 34006
Seattle, WA 98124

WA Employment Security                      $56,029
P.O. Box 9046
Olympia, WA 98057-9046

T.J. O'Brien LLC                            $37,446
P.O. Box 970
Medford, OR 97501

RVM Associates, LP                          $30,920

National Retail Properties                  $29,604

Graham & Dunn P.C.                          $27,817

Mailbox Merchants Inc.                      $27,306

BNN Foods LLC                               $24,000

Anita Province                              $22,321

M. Catherine O'Brien                        $22,223

Tomlinson Black Management                  $20,960

PDC Community Centers                       $20,465

Explore Consulting                          $20,069

Pierce Co. Budget/Finance Department        $19,966

Taylored Restoration Services               $19,843

Walsh Design Inc.                           $19,403

ChemMark Inc.                               $18,189


SOLUTIA INC: Wants to Sell Texas Land to Shintech Inc. for $7.1MM
-----------------------------------------------------------------
Solutia, Inc. and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Southern District of New York to
sell 482 acres of undeveloped flat land in Alvin, Texas, to
Shintech Incorporated for $7,109,500 free and clear of liens,
claims and encumbrances.

Solutia, Inc., owns approximately 3,000 acres of land in Alvin,
Texas -- the Chocolate Bayou Property.  Solutia operates a
chemical manufacturing plant on only 300 of the 3,000 acres.  Of
the remaining 2,700 acres, 370 acres are leased to a third party,
245 acres are covered by a reservoir and the remaining 2,085
acres are unoccupied and undeveloped flat land.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
relates that Solutia does not utilize the Unoccupied Chocolate
Bayou Property, other than for underground pipelines, above
ground transportation and for certain waste management activities
related to the operation of the Chocolate Bayou Plant.

On Dec. 6, 2006, Solutia entered into an agreement to sell the
approximately 482 acres of undeveloped flat land in the Chocolate
Bayou Property to Shintech for $7,109,500.

                       The Sale Process

James T. Strehl, general manager of the Basic Chemicals Group at
Solutia, relates that in April 2006, the company was approached
by an agent acting on behalf of an anonymous buyer, later
revealed to be Shintech.  Houston, Texas-based Shintech is the
largest producer of the chemical polyvinyl chloride in the United
States.  Shintech sought to purchase a parcel of the Unoccupied
Chocolate Bayou Property to construct a chemical manufacturing
plant.

Shintech is a subsidiary of the Japanese diversified chemicals
company, Shin-Etsu Chemical Co., Ltd.  Shintech initially offered
to purchase approximately 900 acres of the Unoccupied Chocolate
Bayou Property for $6,200 per acre, for a total purchase price of
$5,580,000.

To evaluate the offer, in July 2006, Solutia hired American
Appraisal Associates to perform an appraisal of the 900 acres of
Unoccupied Chocolate Bayou Property.  American Appraisal
submitted an appraisal report to Solutia, dated September 1,
2006, which concluded that Shintech's initial offer of $6,200 per
acre exceeded the appraised value of the land.

The Appraisal Report assumed it would take Solutia 12 to 24
months to sell the land for the appraised amount.

After the Parties executed a letter of intent and Shintech began
its due diligence, the Parties engaged in good faith, arm's-
length negotiations.  These negotiations resulted in the Parties
agreeing that Shintech would purchase only 482 acres of the
Unoccupied Chocolate Bayou Property for $14,750 an acre, or a
total price of $7,109,500.  The Purchase Price represents an
increase of $8,550 per acre over Shintech's initial offer,
Mr. Henes notes.

                    The Purchase Agreement

Pursuant to the CB Land Purchase Agreement, Shintech will pay the
$7,109,500 purchase price at closing in cash.  Shintech also
agreed to allow Solutia to continue to  run its underground pipes
and above ground transportation over the Sale Property.

Other terms of the CB Land Purchase Agreement are:

    Earnest Money: Shintech paid Solutia a $25,000 non-refundable
                   deposit, which will be credited against the
                   Purchase Price.  Shintech also deposited
                   $475,000 with Stewart Title Company, as Escrow
                   Agent.  This amount will be credited against
                   the Purchase Price, or in the event the Sale
                   is not consummated, it will be distributed
                   pursuant to the terms of the Escrow Agreement.

   Title/
   Permitted
   Encumbrances:   Solutia presently has and will convey to
                   Shintech good and indefeasible title to the
                   Property on the Closing Date subject only to:

                     (i) general real estate taxes for the
                         current year,

                    (ii) local, state and federal laws,
                         ordinances or governmental regulations,

                   (iii) any title matter approved, or caused, by
                         Shintech,

                    (iv) existing easements and other rights-of-
                         way affecting the Property, and

                     (v) the Ancillary Agreements.

   Covenants:      Solutia agrees to use good faith efforts to
                   obtain approval of the Sale by December 28,
                   2006.  The Parties will use good faith efforts
                   to negotiate the terms of the Ancillary
                   Agreements.

   Conditions
   to Closing:     The Conditions to Shintech's Obligation to
                   Close are typical for a transaction of this
                   type, including:

                     (i) all of Solutia's representations and
                         warranties will be true and correct,

                    (ii) no encumbrances or title defects other
                         than Permitted Encumbrances,

                   (iii) all of Solutia's covenants performed,

                    (iv) no material adverse change in the
                         condition of the Property,

                     (v) the Parties have agreed upon the terms
                         of the Ancillary Agreements, and

                    (vi) to preserve the December 29, 2006
                         closing date, an Approval Order obtained
                         by no later than December 28, 2006.

                   The Conditions to Solutia's Obligation to
                   Close are typical for a transaction of this
                   type, including:

                     (i) all of Shintech's representations and
                         warranties will be true and correct,
        
                    (ii) Shintech will have performed all
                         covenants,

                   (iii) Approval Order will be obtained by
                         March 31, 2007 and

                    (iv) the Parties will have agreed upon the
                         terms of the Ancillary Agreements.

   Proration of
   Taxes:          General real estate taxes for the current year
                   relating to the Property will be allocated
                   between Solutia and Shintech based on the
                   Closing Date.

   Attorneys'
   Fees &
   Legal
   Expenses:       If either party institutes any action or
                   proceeding related to the CB Land Purchase
                   Agreement, the prevailing party is entitled
                   to receive all reasonable attorneys' fees and
                   court costs from the losing party.

   Right of
   First
   Refusal:        In the event Shintech acquires the Sale
                   Property, but does not construct a chemical
                   manufacturing facility on it, and subsequently
                   decides to sell all or part of the Property,
                   it will provide Solutia the right to meet a
                   bona fide third-party offer for the purchase
                   of the Property.

Mr. Strehl relates that, because Shintech wants to promptly begin
construction of a chemical plant on the Sale Property, the
Parties agreed that time was of the essence and set a Dec. 29,
2006 closing date if the Court approves the Proposed Sale in
advance of the closing.

If Solutia cannot obtain Court approval by Dec. 28, 2006, Shintech
may terminate the CB Agreement by providing written notice to
Solutia.  If Solutia objects to the notice within five days of
receipt and provides evidence that it has made and is continuing
to make good faith efforts to obtain Court approval, however,
Solutia has until March 31, 2007, to obtain the Approval Order.

               Sale Free of Liens & Encumbrances

Pursuant to Section 363(f) of the Bankruptcy Code, Solutia
intends to sell the Property to Shintech free and clear of liens,
claims, encumbrances and other interests, other than the
customary Permitted Encumbrances set forth in the CB Land
Purchase Agreement.

Only two parties have asserted liens on the Sale Property-
Citicorp USA, Inc., as collateral agent for the Debtors' DIP
financing lenders, and Fluor Corporation.  

Citicorp has consented to the Proposed Sale as a permitted
disposition under Solutia's postpetition credit facility.

Pursuant to a Transfer Notice dated June 5, 2006, Fluor
transferred its claim to Longacre Master Fund, Ltd.  Solutia is
seeking Longacre's consent to the Proposed Sale.

In the event Longacre's Consent is obtained, Section 363(f)(2)
will be satisfied, Mr. Henes relates.  But if Longacre does not
consent, Longacre could be compelled to accept a monetary
satisfaction of their liens.  Thus, according to Mr. Henes,
Section 363(f)(5) is satisfied and any liens asserted against the
Sale Property will be adequately protected through attachment to
the net proceeds of the Proposed Sale.

                   Private Sale of Property

Pursuant to Bankruptcy Rule 6004(f)(1), sales of estate property
not in the ordinary course may be by private sale or public
auction.  Private sales by debtors outside of the ordinary course
of business are appropriate where the debtors demonstrate that
the sale is permissible pursuant to Section 363.

Based on Shintech's specific need for the Sale Property and that
the Purchase Price is significantly more than the appraised value
of the approximately 482 acres, Solutia has determined that a
private sale of the Sale Property to Shintech is in the best
interests of its estate and its stakeholders.  As a strategic
purchaser seeking to build a chemical plant, Shintech has agreed
to pay a premium for the Sale Property compared to other
potential purchasers.

Accordingly, it is unlikely that an auction of the Sale Property
would produce a higher offer, and the delay and additional costs
to conduct an auction are not necessary, Mr. Henes tells Judge
Beatty.

                       About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia, Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- with its subsidiaries, make and sell   
a variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y.
Case No. 03-17949).  When the Debtors filed for protection from
their creditors, they listed US$2,854,000,000 in assets and
US$3,223,000,000 in debts.  Solutia is represented by Richard M.
Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S.
Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice. (Solutia Bankruptcy News, Issue No. 74; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


SUN-TIMES MEDIA: Suspends $0.05 Per Share Quarterly Dividend
------------------------------------------------------------
Sun-Times Media Group Inc.'s Board of Directors has completed its
review of its dividend policy and has voted to suspend the
company's quarterly dividend of $0.05 per share.

The company's Board of Directors has determined that it is not
prudent to pay a dividend at this time in light of the significant
shortfall in operating performance and cash flow due to ongoing
weakness in the Chicago advertising market, as well as the
company's continued exposure to contingent tax liabilities, the
final outcome of which remains uncertain.

The Board will reconsider regular dividend payments and other
forms of cash distribution to shareholders, as appropriate, taking
into account operating performance and the status of the company's
contingent tax liabilities.

                    About Sun-Times Media Group

Chicago, Ill.-based Sun-Times Media Group Inc. (NYSE: SVN) --
http://www.thesuntimesgroup.com-- fka Hollinger International  
Inc., owns the Chicago Sun-Times and Suntimes.com as well as
newspapers and Web sites serving 120 communities across Chicago.


SUPERVALU INC: Albertson's Plans Delisting of Term Units at NYSE
----------------------------------------------------------------
New Albertson's Inc., a wholly owned subsidiary of SUPERVALU INC.,
(NYSE:SVU), has notified the New York Stock Exchange of
its intention to voluntarily delist its 7.25% Hybrid Income
Term Security Units held in the form of Corporate Units.  The
Corporate Units are currently traded on the NYSE under the
symbol ABSPR.

New Albertson's also intends to deregister the Corporate Units
from registration with the Securities and Exchange Commission.  To
complete the delisting and deregistration, New Albertson's intends
to file a Form 25 with the Securities and Exchange Commission on
Dec. 26, 2006 and expects the filing to be declared effective on
Jan. 8, 2007.  It is expected that the NYSE will suspend trading
of the Corporate Units beginning on Jan. 8, 2007.

The Corporate Units were the subject of an offer by SUPERVALU to
purchase any and all outstanding Corporate Units which expired by
its terms on Nov. 20, 2006.  Pursuant to the Offer, SUPERVALU
purchased 34,783,232 Corporate Units, or approximately 75.7% of
the 45,970,800 issued and outstanding Corporate Units, leaving
11,187,568 Corporate Units outstanding.

"regardless of the number of Corporate Units retired and
canceled in the Offer, it is expected that, following the
consummation of the Offer, New Albertson's will seek to delist the
Corporate Units from the NYSE and eventually suspend its reporting
obligation under the Exchange Act" SUPERVALU and New Albertson's,
in the Offer to Purchase relating to the Offer, stated.  As a
result, following the consummation of the Offer, there may no
longer be an established reporting system or trading market in the
Corporate Units, although they may be traded over-the-counter."

Consistent with the Offer to Purchase, New Albertson's has
notified the NYSE of its intention to delist the Corporate Units
from the NYSE and has not arranged for listing or quotation of the
Corporate Units on another national securities exchange or
quotation medium.  The delisting will allow New Albertson's
eventually to suspend its separate reporting requirements under
the Exchange Act and eliminate related expenses.

                     About Supervalu Inc

Supervalu Inc., (NYSE:SVU) headquartered in Eden Prairie,
Minnesota, is the country's third largest supermarket chain, with
more than 2,500 stores, including the core supermarket operations
of Albertson's, Inc. acquired on June 2, 2006.  Supervalu also has
a food distribution business serving more than 5,000 grocery
stores.  For the fiscal year to end in February 2007, sales are
estimated to range from $37 billion to $38 billion.

                        *     *     *

On Oct 25, 2006, Moody's Investors Service assigned a rating of B1
and a Loss-Given-Default assessment of LGD4 (60%) to Supervalu
Inc.'s new $500 million senior unsecured notes.  The outlook
remains stable.


TCR I: Disclosure Statement Hearing to Proceed on January 9
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
will continue the hearing to consider approval of the disclosure
statement explaining TCR I, Inc.'s Joint Chapter 11 Plan of
Reorganization on Jan. 9, 2007, at 10:00 a.m.  The hearing will be
held at 200 South Washington Street, 3rd Floor, Courtroom III in
Alexandria, Virginia.

As reported in the Troubled Company Reporter on July 18, 2006, the
Debtor's Plan will be funded from normal cash flow generated by
operations.

The Debtor functions as a management organization for seven
assisted living facilities and is also a holding company that
owns, directly or indirectly, six assisted living facilities.  
According to the Debtor 50% of the net cash flow from these
facilities will be placed in the Plan Funds to pay creditors.

Under the Debtor's Plan, all administrative claims will be paid in
full.

Priority Tax Claims from the Internal Revenue Service amounting
$9,847 plus statutory interest will be paid equal quarterly
installments of principal and interest at the statutory rate over
a one-year period until paid in full.

Union Bank & Trust holding Secured Claims totaling $800,000 plus
interest will receive in full payment, with interest:

   * $2,400 monthly payment will be applied to the $375,000 note
     held by Union Bank; and

   * secured by a first deed of trust on the residence of Charles  
     V. Rice, the Debtor's principal.

Creditors holding Unsecured Claims against TCR and Mr. Rice will
be paid annually over five years.  Payments will be comprised of
50% of the net cash flow from the TCR and Rice Assets, which
amounts will be placed into the TCR and the Rice Plan Fund and
paid annually to the TCR and Rice creditors.

Interest Holders will receive no distributions under the Plan.

TCR I, Inc., filed for chapter 11 protection on September 8, 2005
(Bankr. E.D. Va. Case No. 05-13450).  Bruce W. Henry, Esq., at
Henry, O'Donnell, Dahnke & Walther, PC, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $6,980,559 in assets and $37,059,268
in debts.


TEXOLA ENERGY: Gets Additional 10,000 Acres of Oil & Gas Leases
---------------------------------------------------------------
Texola Energy Corp. reported that it has successfully acquired an
additional 10,000 acres of oil and gas leases, covering its
Maverick Springs Prospect in a lease sale on Dec. 12, 2006, at the
Nevada Bureau of Land Management, bringing its total leased
acreage to approximately 130,000 acres.

Since the company's acquisition of its initial acreage position of
some 120,000 acres in March 2006, Texola Energy, in co-operation
with Cedar Strat Corp., as disclosed on Aug. 22, 2006, was
successful in defining what it believes are two large anticline
structures on the Maverick Springs Prospect.

In mapping out what it believes to be the location of these
anticlines, there existed some 10,000 acres that were key to
containing 100% of the two anticlines covering the Maverick
Springs Prospect.  Management was reluctant to provide too much
earlier detail on its proposed anticline structures pending the
lease sale, so as not to create competitive bidding on the newly
acquired acreage.

With the acreage having been acquired, Texola Energy can now
proceed with its ongoing exploration over the anticlines having in
hand 100% of what it believes to be the prospective land areas.

                        About Texola Energy

Headquartered in Vancouver, British Columbia, Texola Energy
Corp. (OTCBB:TXLA) -- http://www.texolaenergy.comexplores/--
and develops large scale, early stage oil and gas projects in
North America.  The company has recently took various exploration
initiatives in Nevada and in Northern Alberta, Canada.

                        Going Concern Doubt

Staley, Okada & Partners, in Vancouver, BC, Canada, raised
substantial doubt about Texola Energy Corporation's ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the years ended Dec. 31,
2005 and 2004.  The auditor pointed to the company's recurring
losses from operations.  The company is dependent upon financing
to continue operations.


UNITED COMPONENTS: UCI Holdco to Offer $235 Million of PIK Notes
----------------------------------------------------------------
United Components Inc.'s ultimate parent company, UCI Holdco Inc.
is proposing to offer in a private placement $235 million
aggregate principal amount of floating rate senior PIK Notes due
2013, subject to market conditions.

The company disclosed that only qualified institutional buyers
under Rule 144A and certain non-U.S. persons under Regulation S
may participate in the offering.

The net proceeds of the offering will be used, together with cash
on hand, to pay a special dividend to UCI Holdco's stockholders in
an amount of $260 million.

The company also disclosed that the Notes to be offered have not
been registered under the United States Securities Act of 1933 and
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

The issuance of the Notes will be structured to allow secondary
market trading under Rule 144A under the Securities Act of 1933.

United Components, Inc. -- http://www.ucinc.com/-- supplies a  
range of products to the automotive, trucking, marine, mining,
construction, agricultural, and industrial vehicle markets.  The
company's customer base includes leading aftermarket companies as
well as a diverse group of original equipment manufacturers in
North America.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2006,
Moody's Investors Service assigned a Caa2 rating to the
unguaranteed senior unsecured notes of UCI Holdco Inc., the
ultimate parent of United Components Inc.  The rating agency also
lowered the Corporate Family and Probability of Default ratings to
B3 from B2, and repositioned these ratings at the Holdco level.

Standard & Poor's Ratings Services lowered its corporate credit
rating on United Components Inc. to 'B+' from 'BB-' and its rating
on UCI's $230 million senior subordinated notes to 'B-' from 'B'.


VISIPHOR CORP: Grants 948,133 Options to Officers and Directors
---------------------------------------------------------------
Visiphor Corporation has granted a total of 948,133 options to its
officers and directors at an exercise price of $0.13 with an
expiry date of Dec. 6, 2009.

The options replace the same number of options that expired on
Dec. 5, 2006.  One third of these options will vest immediately,
one third will vest one year from the date of grant, and the final
third will vest two years from the date of grant.  The common
shares underlying the options will have a four-month hold period
that expires on April 6, 2007.

Based in Burnaby, British Columbia, Visiphor Corporation (OTCBB:
VISRF; TSX-V: VIS; DE: IGYA) -- http://www.imagistechnologies.com/
-- fka Imagis Technologies Inc., specializes in developing and
marketing software products that enable integrated access to
applications and databases.  The company also develops solutions
that automate law enforcement procedures and evidence handling.
These solutions often incorporate Visiphor's proprietary facial
recognition algorithms and tools.  Using industry standard "Web
Services", Visiphor delivers a secure and economical approach to
true, real-time application interoperability.  The corresponding
product suite is referred to as the Briyante Integration
Environment.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 24, 2005,
KPMG LLP expressed substantial doubt about Visiphor's ability to
continue as a going concern after it audited the Company's
financial statements for the years ended Dec. 31, 2004 and 2003.
The auditing firm pointed to the Company's recurring losses from
operations, deficiency in operating cash flow and deficiency in
working capital.


WESTERN OAKS: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Western Oaks Partners Ltd.
        300 South Orange Grove Blvd. #2
        Pasadena, CA 91105

Bankruptcy Case No.: 06-16362

Chapter 11 Petition Date: December 4, 2006

Court: Central District Of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Robert M. Yaspan, Esq.
                  Law Offices of Yaspan & Thau
                  21700 Oxnard Street, Ste. 1750
                  Woodland Hills, CA 91367
                  Tel: (818) 774-9929

Total Assets: $5,884,000

Total Debts:  $6,416,200

Debtor's 8 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Wachovia Securities Bank                 $6,400,000
Attn: Commercial Financials
P.O. Box 563954
Charlotte, NC 28256

Triumph Property Services                    $8,200
9545 Katy Freeway, Suite 405
Houston, TX 77024

Exceptional Landscaping                      $4,000
5925 Burgundy Road
Dallas, TX 75230

Complete General Maintenance                 $2,000

Allied Waste Services                          $900

Citywide Building Services                     $500

Reliant Energy                                 $400

Terminix                                       $200


* Proposed Air Mergers Spur Congress to Plan Hearing
----------------------------------------------------
Congress is preparing for hearings to study the effect of probable
airline mergers could on the economy, Marilyn Geewax at Cox News
Service reports.  The hearings are expected to proceed in January
2007.

While congress has no part in approving mergers, it could
influence public views and raise political pressure to reject the
deal on antitrust grounds, Ms. Geewax says.

US Airways Group raised a stir after making an unsolicited $8.7-
billion bid for Delta Air Lines Inc.  Rep. John Lewis of the fifth
district of Georgia has reportedly said that congressmen
representing cities in Atlanta, Cincinnati, Pittsburgh,
Philadelphia, Salt Lake City, Phoenix, Charlotte, N.C. and others,
which the two carriers have major operations, have expressed fears
that a merger would result to job losses, air service reduction,
higher ticket prices and a loss of competition between carriers.


* Fried Frank Opens Offices in Hong Kong & Adds Nine New Partners
-----------------------------------------------------------------
Fried, Frank, Harris, Shriver & Jacobson LLP has launched its
office in Hong Kong, in association with local Hong Kong law firm
Huen Wong & Co.  Fried Frank's office in Hong Kong will provide
clients with access to the firm's U.S., European and international
expertise in M&A, private equity, capital markets, finance, real
estate and litigation, working in combination with Huen Wong &
Co.'s M&A, capital markets, real estate and litigation practices.

The firm discloses that Huen Wong, Michael M. Hickman,
Raymond Kwok, Victoria Lloyd, and Liang Tsui have joined Fried
Frank as partners, and that Stephen Mok, Philip T. Nunn, Joseph
Lee and Gilbert Ho will be joining as partners in early 2007.

"Asia is very important for the firm's international growth plans
and Fried Frank's strength and depth of expertise across a range
of practices will provide a strong platform in the region," said
Valerie Ford Jacob, Fried Frank's Chairperson.

"Fried Frank is very effective at combining well-configured
international expertise together with local law capability.  The
addition of this team, with strong relationships in China,
provides us with an opportunity to capitalize on the growing
demands from our existing clients as well as forge new
relationships throughout Asia," said Justin Spendlove, the firm's
Managing Partner.

"I am looking forward to working with Fried Frank, a market leader
both in the US and Europe.  As someone who has observed Fried
Frank's impressive growth in the international arena over the past
several years, I am pleased to partner with a firm with such
momentum behind it.  I am excited by the prospect of extending
that leadership position to Hong Kong as well as throughout Asia,"
said Huen Wong.

Fried Frank has had an international presence since 1970 when it
became one of the first U.S. firms to open an office in London.  
Over the past 18 months Fried Frank has doubled the size of its
European practice in London, Paris and Frankfurt.  With the
addition of the new lawyers in Asia, Fried Frank will have
approximately 120 lawyers in its offices outside of the U.S. In
2006, the firm advised on some of the most noteworthy matters of
the year including the $67 billion ATT-BellSouth merger, the
Silver Point acquisition of CF Gomma Barre Thomas, and the
formation of the largest European private equity fund, Permira IV.

                          New Partners

Huen Wong has extensive knowledge of PRC law and practice.  His
particular experience covers a broad range of fields such as joint
ventures, securities, licensing, building and construction
projects and arbitration both in Hong Kong and the region,
particularly in China.  Mr. Wong is a China-appointed Attesting
Officer and is on the panel of foreign arbitrators for CIETAC and
the Arbitration Commissions in Beijing, Shanghai and Dalian.  He
is admitted as a solicitor in England, Wales, Hong Kong, Singapore
and Australian Capital Territory.  He joins Fried Frank from
Simmons & Simmons where he was managing partner for the China
region with responsibility for both the Hong Kong and Shanghai
offices.

Michael M. Hickman has a wealth of experience in joint ventures,
corporate reorganization, and mergers and acquisitions, including
assisting major U.S.-based private equity investors with
investments in a range of targeted industry sectors.  He also has
extensive experience in privatizations and commercial and
corporate finance transactions.  Fluent in Mandarin and English,
he has lived and worked in Asia for over 20 years and is admitted
to practice law in New York.  He joins Fried Frank from Simmons &
Simmons where he was resident partner of the Simmons & Simmons
Shanghai office.

Raymond Kwok is one of Asia's leading real estate practitioners,
and has extensive expertise across a broad range of property and
property-related matters in Hong Kong and China.  He focuses his
practice in real estate and infrastructure development,
acquisitions and disposals, property litigation, property
financing, planning and project conveyancing.  He has been
advising on China-related matters for 17 years and is a China-
Appointed Attesting Officer.  Mr. Kwok is admitted to practice law
in England, Wales and Hong Kong.  He joins Fried Frank from
Simmons & Simmons.

Victoria Lloyd advises corporations and investment banks on a wide
range of corporate and commercial, corporate finance and merger
and acquisition matters, including funding raising activities,
international securities offerings and joint ventures.  She is
fluent in Cantonese, Mandarin and English.  She is qualified as a
solicitor in Hong Kong, England and Wales. She joins Fried Frank
from Simmons & Simmons.

Liang Tsui has extensive experience in advising multi-nationals on
foreign direct investment and M&A transactions in China.  He has
worked with a number of global clients who are active in the
Chinese market in the chemical, automotive, financial services,
insurance, manufacturing and construction sectors and has acted
for a number of US, UK, Swiss and French companies on major
corporate restructuring, investment and joint venture projects.  
He speaks fluent Mandarin and English.  He is qualified to
practice law in the US.  He joins Fried Frank from Simmons &
Simmons.

Stephen Mok focuses his practice on mergers and acquisitions and
corporate finance, and has extensive experience with initial
public offerings on the Hong Kong Stock Exchange.  His experience
also encompasses PRC securities transactions, joint ventures,
cross-border mergers and acquisitions and general commercial work.  
He is admitted to practice as a solicitor in New South Wales,
Australia, in England, Wales and Hong Kong.  He joins Fried Frank
from Simmons & Simmons where he was head of the China corporate
group.

Philip T. Nunn has 30 years' experience in development and
construction matters.  Over this period, he has handled a large
number of major construction litigation and arbitration cases and
has significant experience as an arbitrator.  He is a member of
the HKIAC Panel of Arbitrators, a member of the CIETAC Panel of
Arbitrators and the Korean Commercial Arbitration Board Panel of
Arbitrators, Chairman of the ICC Arbitration Committee in Hong
Kong, a member of the Hong Kong Housing Authority, a member of the
Strategic Planning Committee of the Housing Authority, Chairman of
the Building Committee of the Housing Authority, a member of the
Property Committee of the Kowloon-Canton Railway Corporation, and
Co-chairman of the Appeal Tribunal (Buildings).  He is admitted to
practice law in England, Wales and Hong Kong.
He joins Fried Frank from Simmons & Simmons.

Joseph Lee focuses his practice on corporate finance and
securities transactions, with a special emphasis on initial public
offerings relating to Hong Kong and Chinese companies and mergers
and acquisitions of listed and private companies.  He speaks
fluent English, Cantonese and Mandarin.  He is admitted to
practice as a solicitor in Hong Kong and as a barrister and
solicitor in British Columbia, Canada.  He joins Fried Frank from
Simmons & Simmons.

Gilbert Ho focuses his practice on corporate finance, equity
capital markets in Hong Kong and China, mergers and acquisitions
and general commercial transactions.  He speaks fluent English,
Cantonese and Mandarin.  He is admitted to practice as a solicitor
in England and Wales and as a barrister and solicitor in New South
Wales, Australia.  He joins Fried Frank from
Simmons & Simmons.

                       About Fried Frank

Fried, Frank, Harris, Shriver & Jacobson LLP --
http://www.friedfrank.com/-- is an international law firm with   
more than 550 attorneys in offices in New York, Washington, D.C.,
London, Paris and Frankfurt.  Fried Frank lawyers regularly
represent major investment banking firms, private equity houses
and hedge funds, as well as many of the largest companies in the
world.  The firm offers legal counsel on M&A and corporate finance
matters, white-collar criminal defense and civil litigation,
securities regulation, compliance and enforcement, government
contracts, real estate, tax, bankruptcy, antitrust, benefits and
compensation, intellectual property and technology, international
trade, and trusts and estates.


* BOND PRICING: For the week of December 11 - December 16, 2006
---------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  12/31/04     0
Adelphia Comm.                        3.250%  05/01/21     0
Adelphia Comm.                        6.000%  02/15/06     0
Aetna Industries                     11.875%  10/01/06    11
AHI-DFLT07/05                         8.625%  10/01/07    50
Allegiance Tel.                      11.750%  02/15/08    45
Allegiance Tel.                      12.875%  05/15/08    46
Amer & Forgn Pwr                      5.000%  03/01/30    69
Amer Color Graph                     10.000%  06/15/10    69
Amer Tissue Inc                      12.500%  07/15/06     1
Antigenics                            5.250%  02/01/25    66
Anvil Knitwear                       10.875%  03/15/07    67
Archibald Candy                      10.000%  11/01/07     0
Atlantic Coast                        6.000%  02/15/34    13
Autocam Corp.                        10.875%  06/15/14    29
Bank New England                      8.750%  04/01/99     8
Bank New England                      9.500%  02/15/96    17
Bank New England                      9.875%  09/15/99     9
BBN Corp                              6.000%  04/01/12     0
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    58
Calpine Corp                          4.000%  12/26/06    48
Calpine Corp                          6.000%  09/30/14    71
Calpine Corp                          7.750%  06/01/15    69
Cell Therapeutic                      5.750%  06/15/08    70
Cell Therapeutic                      5.750%  06/15/08    74
Central Tractor                      10.625%  04/01/07     0
Chic East Ill RR                      5.000%  01/01/54    57
CHS Electronics                       9.875%  04/15/05     2
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11     3
Color Tile Inc                       10.750%  12/15/01     0
Comcast Corp                          2.000%  10/15/29    41
Conseco Inc                           8.500%  10/15/02     0
Dal-Dflt09/05                         9.000%  05/15/16    64
Dana Corp                             7.000%  03/01/29    74
Dana Corp                            10.125%  03/15/10    74
Decode Genetics                       3.500%  04/15/11    71
Delco Remy Intl                       9.375%  04/15/12    36
Delco Remy Intl                      11.000%  05/01/09    40
Delta Air Lines                       2.875%  02/18/24    65
Delta Air Lines                       7.700%  12/15/05    65
Delta Air Lines                       7.900%  12/15/09    67
Delta Air Lines                       8.000%  06/03/23    67
Delta Air Lines                       8.300%  12/15/29    69
Delta Air Lines                       9.250%  03/15/22    66
Delta Air Lines                       9.250%  12/27/07    59
Delta Air Lines                       9.750%  05/15/21    68
Delta Air Lines                      10.000%  08/15/08    65
Delta Air Lines                      10.125%  05/15/10    64
Delta Air Lines                      10.375%  02/01/11    64
Delta Air Lines                      10.375%  12/15/22    69
Delta Mills Inc                       9.625%  09/01/07    22
Deutsche Bank NY                      8.500%  11/15/16    73
Diva Systems                         12.625%  03/01/08     1
Dov Pharmaceutic                      2.500%  01/15/25    45
Drum Financial                       12.875%  09/15/99     0
Dura Operating                        8.625%  04/15/12    32
Dura Operating                        9.000%  05/01/09     5
E.Spire Comm Inc                     10.625%  07/01/08     0
E.Spire Comm Inc                     13.750%  07/15/07     0
Eagle Family Food                     8.750%  01/15/08    74
Exodus Comm Inc                      11.250%  07/01/08     0
Falcon Products                      11.375%  06/15/09     2
Family Golf Ctrs                      5.750%  10/15/04     0
Fedders North AM                      9.875%  03/01/14    69
Federal-Mogul Co.                     7.375%  01/15/06    68
Federal-Mogul Co.                     7.500%  01/15/09    70
Federal-Mogul Co.                     8.160%  03/06/03    66
Federal-Mogul Co.                     8.250%  03/03/05    67
Federal-Mogul Co.                     8.330%  11/15/01    68
Federal-Mogul Co.                     8.370%  11/15/01    63
Federal-Mogul Co.                     8.370%  11/15/01    66
Federal-Mogul Co.                     8.800%  04/15/07    70
Finova Group                          7.500%  11/15/09    29
Ford Motor Co                         6.500%  08/01/18    73
Ford Motor Co                         6.625%  02/15/28    72
Ford Motor Co                         7.125%  11/15/25    73
Ford Motor Co                         7.400%  11/01/46    72
Ford Motor Co                         7.700%  05/15/97    72
Ford Motor Co                         7.750%  06/15/43    74
GB Property Fndg                     11.000%  09/29/05    57
Golden Books Pub                     10.750%  12/31/04     0
Gulf Mobile Ohio                      5.000%  07/01/32    71
HNG Internorth                        9.625%  03/15/06    31
Insight Health                        9.875%  11/01/11    25
Iridium LLC/CAP                      10.875%  07/15/05    27
Iridium LLC/CAP                      11.250%  07/15/05    28
Iridium LLC/CAP                      13.000%  07/15/05    29
Iridium LLC/CAP                      14.000%  07/15/05    30
Isolagen Inc.                         3.500%  11/01/24    75
IT Group Inc                         11.250%  04/01/09     0
Kaiser Aluminum                       9.875%  02/15/02    30
Kaiser Aluminum                      12.750%  02/01/03     6
Kellstrom Inds                        5.750%  10/15/02     0
Kmart Funding                         9.440%  07/01/18    20
Lehman Bros Hldg                     10.000%  10/30/13    75
Liberty Media                         3.750%  02/15/30    62
Liberty Media                         4.000%  11/15/29    66
Lifecare Holding                      9.250%  08/15/13    68
Macsaver Financl                      7.400%  02/15/02     5
Macsaver Financl                      7.600%  08/01/07     5
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    58
MRS Fields                            9.000%  03/15/11    73
Muzak LLC                             9.875%  03/15/09    73
New Orl Grt N RR                      5.000%  07/01/32    71
Northern Pacific RY                   3.000%  01/01/47    58
Northern Pacific RY                   3.000%  01/01/47    58
Northwest Airlines                    9.152%  04/01/10     7
Northwest Airlines                    9.179%  04/01/10    28
Northwst Stl&Wir                      9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    71
Nutritional Src                      10.125%  08/01/09    65
Oakwood Homes                         7.875%  03/01/04     9
Oakwood Homes                         8.125%  03/01/09     9
Oscient Pharm                         3.500%  04/15/11    70
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                       9.125%  04/15/17     0
Overstock.com                         3.750%  12/01/11    74
Pac-West-Tender                      13.500%  02/01/09    25
PCA LLC/PCA Fin                      11.875%  08/01/09    19
Pegasus Satellite                     9.625%  10/15/49    13
Pegasus Satellite                    12.375%  08/01/08    10
Pegasus Satellite                    12.500%  08/01/07     9
Pegasus Satellite                    13.500%  03/01/07     0
Phar-mor Inc                         11.720%  09/11/02     0
Piedmont Aviat                       10.250%  01/15/49     8
Pixelworks Inc                        1.750%  05/15/24    74
Pliant Corp                          13.000%  07/15/10    52
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    38
Primus Telecom                        8.000%  01/15/14    60
Primus Telecom                       12.750%  10/15/09    72
PSINET Inc                           10.500%  12/01/06     0
Radnor Holdings                      11.000%  03/15/10     0
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp.                       6.500%  09/01/04     5
Renco Metals Inc                     11.500%  07/01/03     0
S3 Inc                                5.750%  10/01/03     0
Scotia Pac Co                         7.110%  01/20/14    73
Spinnaker Inds                       10.750%  10/15/06     0
Tom's Foods Inc                      10.500%  11/01/04     9
Tribune Co                            2.000%  05/15/29    70
Trism Inc                            12.000%  02/15/05     0
United Air Lines                      7.270%  01/30/13    56
United Air Lines                      9.020%  04/19/12    56
United Air Lines                      9.200%  03/22/08    49
United Air Lines                      9.210%  01/21/17     9
United Air Lines                      9.300%  03/22/08    49
United Air Lines                      9.350%  04/07/16    33
United Air Lines                      9.560%  10/19/18    57
United Air Lines                      9.760%  12/31/49     0
United Air Lines                     10.020%  03/22/14    45
United Air Lines                     10.110%  02/19/49    48
United Air Lines                     10.850%  02/19/15    48
United Homes Inc                     11.000%  03/15/05     0
US Air Inc.                           7.500%  04/15/08     0
US Air Inc.                          10.250%  01/15/49     5
US Air Inc.                          10.250%  01/15/49     0
US Air Inc.                          10.800%  01/01/49    10
USAutos Trust                         2.212%  03/03/11     8
Venture Holdings                     11.000%  06/01/07     0
Venture Holdings                     12.000%  06/01/09     0
Vesta Insurance Group                 8.750%  07/15/25     6
Werner Holdings                      10.000%  11/15/07     8
Westpoint Steven                      7.875%  06/15/08     0
Winstar Comm                         14.000%  10/15/05     0
Winstar Comm Inc                     12.500%  04/15/08     0
Winstar Comm Inc                     12.750%  04/15/10     0
World Access Inc                      4.500%  10/01/02     4
World Access Inc                     13.250%  01/15/08     5
Xerox Corp                            0.570%  04/21/18    42
Ziff Davis Media                     12.000%  07/15/10    42

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***